INFORMATION MEMORANDUM

Registered Office & Corporate Office: 46, Strand Road, 3rd Floor, Kolkata 700007 Tel: (+91 33) 22583208 Contact Person: Mr.Pradip Kumar Agarwal Email: etil2011@gmail.com, support@econo.in Website: www.econo.in

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INFORMATION MEMORANDUM FOR LISTING AND TRADING OF 18,669,575 EQUITY SHARES

OF RS.10/- EACH ABSOLUTE RESPONSIBILITY OF ECONO TRADE (INDIA) LIMITED Econo Trade (India) Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Company, which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions are intentions misleading in any material respect. LISTING The existing shares of the company are listed on the Calcutta Stock Exchange Limited and U.P. Stock Exchange Limited. Now the Company proposes to list and trade the equity shares on the BSE Limited (formerly known as Bombay Stock Exchange Limited). The Information Memorandum is for the Listing of 18,669,575 Equity Shares of Rs.10/- each.

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TABLE OF CONTENTS

TITLE Page No. I. General

1. Definitions and Abbreviations 4 2. Certain Conventions – Use of Market Data 7 3. Forward –Looking Statements 8

II. Risk Factors 9 III. Introduction

1. Summary of Industry & Business 12 2. Summary of Financial Information 14 3. Statement of Dividend and Bonus 17 4. General Information 18 5. Capital Structure 22

IV. About the Company 1. Industry Overview 26 2. Business Overview 31 3. History and Corporate Structure 33 4. Management 35 5. Our Promoters 39

V. Regulations and Policies in India 44 VI. Financial Information

1. Financial Indebtedness 51 2. Stock Market Data of our Equity Shares 52

VII. Outstanding Litigation & Material Developments 53 VIII. Main Provisions of the Articles of Association 54 IX. Material Documents for Inspection 86 X. Declaration 87

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SECTION I – GENERAL

1. DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates, the following terms have the meanings given below. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified thereto. In this Information Memorandum, unless the context otherwise indicates, all references to “ETIL”, “the Company”, “our Company” are to Econo Trade (India) Limited, a company incorporated in India under the Companies Act, 1956 (the “Companies Act”) with its Registered Office at 46, Strand Road, 3rd Floor, Kolkata 700007, West Bengal, India. Furthermore, all references to the terms “we”, “us” and “our” are to Econo Trade (India) Limited. COMPANY/ INDUSTRY RELATED TERMS Term Description Act/Companies Act

The Companies Act, 1956 / Companies Act, 2013 and amendment thereto.

AGM Annual General meeting Articles/Articles of Association Articles of Association of the Company Memorandum / Memorandum of Association

Memorandum of Association of the Company

AS

Accounting Standard as issued by the Institute of Chartered Accountant of India

Auditor

M/s. Ashok Kumar Natwarlal & Co., Chartered Accountants

Board/Board of Directors of the Company

Board of Directors of our Company i.e. Econo Trade (India) Limited

BSE

BSE Limited (formerly known as Bombay Stock Exchange Limited)

CSE

Calcutta Stock Exchange Limited

Capital/ Share Capital/Equity Share Capital

Equity Share Capital of the Company

CDSL Central Depository Services (India) Limited DP

Depository Participant

Depository

The Depositories Act, 1996 and amendment thereto.

Equity Share(s) or Share(s)

The equity shares of the Company having a face value of Rs.10/- unless specified otherwise in the context thereof.

Equity Shareholder A holder of equity shares.

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FEMA

Foreign Exchange Management Act, 1999

Financial Year/Fiscal/FY

Period of 12 month ended March 31 of that particular year unless stated otherwise.

MCX-SX

MCX Stock Exchange Limited

NCDEX

National Commodity & Derivatives Exchange Limited

NSE

National Stock Exchange of India Limited

PMLA

The Prevention of Money Laundering Act, 2002

Promoter(s)

1. Associated Cereals Limited 2. Onestop Mercantile Private Limited 3. Proteck Export & Commercial Private Limited

RBI

Reserve Bank of India

ROC

Registrar of Company, Kolkata, West Bengal

T.P.

Transfer of Property Act, 1882

SEBI

Securities and Exchange Board of India

Stock Exchange

Shall refer to the BSE Limited where the Shares of the Company proposed to list.

UPSE U.P. Stock Exchange Limited (formerly known as The U.P. Stock Exchange Association Limited, Kanpur)

Abbreviations

Term

Description

ACIT

Assistant Commissioner of Income Tax

ETIL Econo Trade (India) Limited CHS Co-operative Housing Society

CFO Chief Financial Officer FII Foreign Institutional Investor HNI High net worth individual ICAI The Institute of Chartered Accountants of India ICWAI The Institute of Cost and Works Accountants of India ITO Income Tax Officer LAS Loan against shares

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NBFC Non Banking Financial Company No. Number SWOT Strengths, weakness, opportunities & threats UPSI Unpublished price sensitive information U.T.

Union Territory

Yrs

Years

The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms under the Companies Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 (the “Depositories Act”) and the rules and regulations made there under. Notwithstanding the foregoing, terms in “Main Provisions of Articles of Association of the Company”, shall have the meanings given to such terms in that section.

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SECTION I – GENERAL

2. CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION

Certain Conventions In this Information Memorandum, unless the context otherwise requires or unless stated otherwise, the financial data is derived from our financial statements prepared and in accordance with the applicable regulations. Financial Data Unless indicated otherwise, the financial data in this Information Memorandum is derived from our financial information for fiscal 2013, 2012, 2011, 2010 and 2009 prepared in accordance with the Generally Accepted Accounting Principles in India (“Indian GAAP”) and the Companies Act. Our fiscal year commences on April 1 of the immediately preceding year and ends on March 31 of that year, so all references to a particular fiscal year are to the 12 month period ended March 31 of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All decimals have been rounded off to two decimal points. Currency and Units of Presentation All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. All references to “US$”, “U.S. Dollar”, “USD” or “US Dollars” are to United States Dollars, the official currency of the United States of America. All references to “€” are to Euros, the single currency of the participating member states in the third stage of the European and Economic Monetary Union of the treaty establishing the European Community. Industry and Market Data Industry and Market data used throughout this Information Memorandum has been obtained from publicly available documents from various sources believed to be reliable but it has not been independently verified by us or its accuracy and completeness is not guaranteed and its reliability cannot be assured. Although we believe the industry and market data used in this Information Memorandum is reliable, it has not been independently verified by us. The data used in these sources may have been reclassified by us for purposes of presentation. Data from these sources may also not be comparable. The extent to which the industry and market data is presented in this Information Memorandum is meaningful depends upon the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business and methodologies and assumptions may vary widely among different market and industry sources.

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SECTION I – GENERAL 3. FORWARD-LOOKING STATEMENTS

We have included statements in this Information Memorandum which contain words or phrases such as “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “seek to”, “future”, “objective”, “project”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”. Similarly statements which describe our strategies, objectives, plans or goals are also forward-looking statements. All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: - • General economic and business conditions in India and other countries. • Our ability to successfully implement our strategy, our growth and expansion, our

exposure to market risks that have an impact on our business activities or investments.

• The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices.

• The performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry.

• Changes in the value of the Rupee and other currencies. • The occurrence of natural disasters or calamities. • Change in political and social conditions in India. • The Loss or shutdown of operations of our Company at any time due to strike. • The Loss of our key employees and Staff. • Our ability to respond to technological changes.

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SECTION II -RISK FACTORS

Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein.

GENERAL RISK Investment in equity and equity-related securities involve a degree of risk and investors should not invest in the equity shares of Econo Trade (India) Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of Econo Trade (India) Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved

INTERNAL RISK FACTORS 1) Growth will depend on our ability to develop our brand and failure to do so may have a negative impact on our ability to compete in the finance industry. We believe that continuous brand building is necessary for achieving widespread recognition of our services. Promoting and positioning our brand will depend largely on the success of our marketing efforts and our ability to provide high quality services. Brand promotion activities may not yield increased revenues, and even if they do, any increased revenues may not offset the expenses we incur in building our brand. If we fail to promote and maintain our brand, our business, financial condition and results of operations could be adversely affected. 2) Our business is vulnerable to interest rate risk. Volatility in interest rates may adversely affect our income from our operations and adversely affect our financial performance and profitability. In our NBFC business, we are exposed to the risk of higher interest rates. If the yield on our Company’s interest-earning assets does not increase at the same time or to the same extent as our cost of funds, or our cost of funds does not decline at the same time or to the same extent as the yield on its interest earning assets, our net interest income and net interest margin would be adversely impacted. This could have a material adverse effect on our Company’s financial condition. In addition, potential customers may be deterred from entering into any financing arrangements in an increasing interest rate scenario. 3) If our Company is unable to attract and retain key employees, our operations could be adversely affected. The business substantially depends on the continued service of our key managerial personnel. The loss of the services of the key managerial personnel could have a material adverse effect on us. The future growth in our business will also depend on the ability to attract skilled personnel. Our Company could experience difficulty from time to time in hiring the personnel necessary to support our business. In addition, success in expanding the business will also depend, in part, on the ability to attract, retain and motivate appropriately qualified skilled personnel. If our Company does not succeed in attracting quality employees, it will impact the performance of our Company. 4) Our Company may experience adverse conditions when borrowers default on their obligations.

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Although our Company takes utmost care before lending, there could be delays or defaults in repayments by the borrower. Failure to recover the loans in timely manner might affect the financial performance of the Company. Further, failure to re-pay the debts would be detrimental to our business and profitability which could adversely affect the business and future financial performance. 5) Investments in unquoted shares might become non profitable. Our Company has invested in a number of unquoted shares. The business of these companies can be materially affected by conditions in the domestic and global financial markets and economic conditions in India and throughout the world. During periods of unfavorable market or economic conditions, the financial performance of these companies may decline. Consequently, our profitability may also be adversely affected. 6) Material changes in the Regulations that govern our Company could cause the business to suffer. NBFCs in India are subject to supervision and regulation by the RBI. Any changes in the regulatory framework affecting NBFCs including the provisioning for NPA, capital adequacy requirements, applicable tax rates could adversely affect the profitability of our business and our future financial performance. 7) Our Company may raise further rounds of equity financing in which the existing shareholders may not participate resulting in reduction of their percentage of holding in our company. In order to grow business, our Company may require additional funds at various points of time. Our Company may raise funds through various means including debt, equity and securities convertible into equity. Any such issuances of equity and securities convertible into equity would dilute the holding of Equity Shareholders. 8) We may require additional funds to satisfy our capital needs, which we may not be able to procure. Our growth is dependent on having a strong balance sheet to support our activities. We may need to raise additional capital from time to time, which we may not be able to procure. Additional capital requirements imposed due to changes in the regulatory regime, new guidelines or significant depletion in our existing capital base due to unusual operating losses or pressure from our lending activities also may drive demand for additional financing. We may make further equity offerings in the future and any fresh issue of shares or convertible securities would dilute existing holdings. Moreover, additional funds may not be available on attractive terms and conditions, or at all. Our inability to procure additional funds to support our activities could have an adverse effect on our results of operations.

EXTERNAL RISK FACTORS 1) Slowdown in economic growth in India could cause the business to suffer. Our performance and the quality and growth of our assets are necessarily dependent on the health of the overall Indian economy. A slowdown in the Indian economy could adversely affect our business, including our ability to grow our asset portfolio, the quality of our assets, and our ability to implement our strategy. India’s economy could be adversely affected by a general rise in interest rates, weather conditions adversely affecting the growth of industrial, manufacturing and services sector. In addition, the Indian economy is in a state of transition. The share of the services sector of the economy is rising while that of the industrial, manufacturing and agricultural sectors is

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declining. It is difficult to gauge the impact of these fundamental economic changes on our business. 2) Political instability and a significant change in the Government of India’s economic liberalization and deregulation policies could disrupt our business and cause the price of our Equity Shares to go down. The Government of India has traditionally exercised and continues to exercise a dominant influence over many aspects of the economy. The Government’s economic policies have had and could continue to have a significant effect on private sector entities, including us, and on market conditions and prices of Indian securities, including our equity shares. We cannot control or predict the future course of the Government of India’s policies. Any significant change in the Government’s policies or political instability could adversely affect business and economic conditions in India and also adversely affect Company’s business and financial performance. 3) Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and our business. Terrorist attacks and other acts of violence or war may negatively affect the Indian financial markets and also adversely affect the worldwide financial markets. These acts may also result in a loss of business confidence. In addition, any deterioration in relations between India and its neighbouring countries might result in investor concern about stability in the region, which could adversely affect us. India has also witnessed civil disturbances in the past and it is possible that future civil unrest as well as other adverse social, economic and political events in India could have a negative impact. Such incidents could also create perception in the minds of investors that, investment in Indian companies involves a higher degree of risk. 4) Natural calamities could have a negative impact on the Indian economy and cause our business to suffer. India has experienced natural calamities such as earthquakes, tsunami, floods and drought in the past. The extent and severity of these natural disasters determines their impact on the Indian economy. Further prolonged spells of below normal rainfall or other natural calamities could have a negative impact on the Indian economy, adversely affecting our business also. 5) Factors affecting Indian economy in general Like any other entity, our financial results are also influenced by the macro economic factors determining the growth of the Indian economy in general and continued growth of the securities market. The growth prospects of our business and ability to maintain the growth of our quality asset is also influenced by the growth rate of the securities market indicators. Any slow down in the Indian economy or slow down in the growth of securities market or any changes in government policy could adversely impact our financial performance. 6) Any downgrading of India’s sovereign rating by an international rating agency could have a negative impact on our business. Any adverse revisions to India’s sovereign credit ratings for domestic and international debt by international rating agencies may adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse effect non our business and financial performance, our ability to obtain financing for capital expenditures and the price of our Equity Shares.

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SECTION III -INTRODUCTION 1. SUMMARY OF INDUSTRY & BUSINESS

The following summary should be read with the Risk Factors and the more detailed information about the Company and the financial statements included in the Information Memorandum.

INDUSTRY - NON BANKING FINANCIAL COMPANIES - OVERVIEW NBFCs are an integral part of the country’s financial system complementing the services of commercial banks. The main reason attributed to the growth of NBFCs is the comprehensive regulation of the banking system. Other factors include higher level of customer orientation, lesser pre/post sanction requirements and higher rates of interest on deposits being offered by NBFCs. It is mandatory that every NBFC should be registered with RBI to carry on any business of non banking financial institution.

The activities of non-banking financial companies (NBFCs) in India have undergone qualitative changes over the years through functional specialization. The role of NBFCs as effective financial intermediaries has been well recognized as they have inherent ability to take quicker decisions, assume greater risks, and customize their services and charges more according to the needs of the clients. While these features, as compared to the banks, have contributed to the proliferation of NBFCs, their flexible structures allow them to unbundle services provided by banks and market the components on a competitive basis. The distinction between banks and non-banks has been gradually getting blurred since both the segments of the financial system engage themselves in many similar types of activities. At present, NBFCs in India have become prominent in a wide range of activities like hire-purchase finance, equipment lease finance, loans, investments, etc. By employing innovative marketing strategies and devising tailor-made products, NBFCs have also been able to build up a clientele base among the depositors, mop up public savings and command large resources as reflected in the growth of their deposits from public, shareholders, directors and other companies, and borrowings by issue of non-convertible debentures, etc.

The importance of NBFCs in delivering credit to the unorganized sector and to small borrowers at the local level in response to local requirements is well recognized. The rising importance of this segment calls for increased regulatory attention and focused supervisory scrutiny in the interests of financial stability and depositor protection.

NBFCs can be divided into deposit taking NBFCs, i.e., which accept deposits from public and non deposit accepting or holding NBFCs being those which do not accept deposits from public.

Even though the NBFCs are performing functions akin to that of banks, there are, however, a few differences:- (a) NBFC cannot accept demand deposits; (b) NBFCs are not a part of the payment and settlement system and as such cannot issue cheques drawn on itself; (c) NBFC cannot issue Demand Drafts like Banks; (d) Deposit insurance facility of Deposit Insurance and Credit Guarantee Corporation is not available for NBFC depositors unlike in case of banks; (e) While Banks are incorporated under Banking Companies Act, NBFC is incorporated under Companies Act, 1956.

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Initially, the NBFCs registered with RBI could operate as:- (a) Equipment leasing company; (b) Hire-purchase company; (c) Loan company; and (d) Investment Company. Presently, deposits taking NBFCs are classified in 3 categories vide RBI Regulation dated 6th December, 2006: (a) Asset Finance Company (b) Investment Company; and (c) Loan Company. BUSINESS – OVERVIEW The Company was incorporated as Econo Trade (India) Limited on 20th November, 1982 under the Companies Act, 1956 in the State of West Bengal. Since incorporation the company is engaged in corporate loans, personal loans and investment and trading in shares and securities. Econo Trade (India) Limited registered itself as NBFC with Reserve Bank of India on 16th May 1998. The Company is listed with Calcutta Stock Exchange and Uttar Pradesh Stock Exchange for more than a decade. The Company came out with preferential issue of Rs.160 lakhs on 28th March 2003 to increase the capital of the company, to strengthen the networth of the company and to part finance the long term working capital of the company. 80 Lakhs Equity shares of Rs.10/- each were allotted on preferential basis at a premium of Rs.10/- each. The Company has undergone two amalgamations since incorporation to achieve better, efficient and economical management, for better control & running of the business, more administrative convenience and to get the advantage of economies of scale. Details of the amalgamation is given below:

1. As per the scheme of amalgamation approved by Hon’ble High Court of Calcutta vide their order dated 9th February 2005, Captive Equipments (P) Limited and Polo Suppliers (P) Limited were amalgamated with Econo Trade (India) Limited.

2. As per the scheme of amalgamation approved by Hon’ble High Court of Calcutta

vide their order dated 15th March 2010, Balaji Buildcom Limited and Amrapali Nirman Limited were amalgamated with Econo Trade (India) Limited.

The present networth of the Company is Rs.361,161,333/- as on 31st March 2014. Under the NBFC segment, the Company is engaged in corporate loans, personal loans and investment & trading in shares & securities.

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SECTION III -INTRODUCTION 2. SUMMARY OF FINANCIAL INFORMATION

Statement of Assets and Liabilities as on 31st March 2014, 2013, 2012, 2011 and 2010 is as follows:

In Rs.

Particulars

2014

2013 2012 2011 2010

ASSETS

Fixed Assets 325,160 1,939 2,459 3,159 4,116

Investments 6,340,000 3,840,000 102,195,000 229,045,000 236,595,000

Current Assets, Loans & Advances

Current Assets

Closing Stock / Inventories 64,777,439 65,627,446 64,837,938 73,953,938 60,980,763

Cash in Hand 16,537 367,228 230,536 1,652,298 45,565

Cash at Bank 2,483,090 2,848,624 3,924,146 2,453,214 3,155,477

Sundry Debtors / Trade receivables 41,450 91,450 3,200,000 1,350,000 450,000

Loans & Advances

Advances 17,500,235 10,116,585

Loans 32,524,449 48,867,855

Security deposits 42,770 42,770 42,770 42,770 42,770

Share Application Given 1,500,000 270

Share Application pending allotment 1,500,000 -

Long term loans and advances 7,702,684

Short-term loans and advances 292,370,247 289,137,638 179,408,484

Misc. Expenses

Preliminary expenses - 275,858 489,951 704,044 218,137

Total Assets (A) 366,396,693 362,232,953 362,033,968 362,229,106 360,476,538

LIABILITIES

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Unsecured Loans - 50,000 50,000 50,000 50,000

Deferred Tax Liability 7,250 54 1,394 1,394 1,336

Current Liabilities & Provisions

Current Liabilities

Sundry Creditors

Sundry Creditors for goods / Trades Payable 2,620,800 - 168,100 1,618,100 150,000

Liabilities for expenses / other current liabilities 132,542 208,795 780,633 193,325 346,032

TDS Payable 17,160

Provisions

Prov. For Income Tax 1,751,065 1,256,065 1,006,065 1,004,865 859,865

Prov. For Standard Assets 716,860 714,610 568,525 120,000 -

Prov. For Fringe Benefit Tax 6,843 6,843 6,843 6,843 6,843

Excess provision for income tax

Total Liabilities (B) 5,235,360 2,236,367 2,581,560 2,994,527 1,431,236

Net Worth (A) - (B) 361,161,333 359,996,586 359,452,408 359,234,579 359,045,302

Represented by:

SHAREHOLDER'S FUNDS

Share Capital Account

Issued, subscribed & Paid up

Share Capital 186,695,750 186,695,750 186,695,750 186,695,750 46,425,000

Share Capital Suspense account 140,270,750

Reserves and Surplus

Statutory Reserve 1,010,024 777,024 668,174 534,904 473,046

Profit & Loss Account 5,436,207 4,504,460 4,069,132 3,984,573 3,857,153

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Share Premium Account 7,800,000 7,800,000 7,800,000 7,800,000 7,800,000

Amalgamation Reserve 160,219,352 160,219,352 160,219,352 160,219,352 160,219,352

Total Net Worth 361,161,333 359,996,586 359,452,408 359,234,579 359,045,302

Statement of Profit & Loss for the Financial Years ending 31st March 2014, 2013, 2012, 2011 and 2010 is as follows:

In Rs. Particulars 2014 2013 2012 2011 2010

Income Revenue from operations 61,843,685 105,119,318 45,653,055 28,902,371 20,351,047 Other Income (7,025,553) (591,673) (2,466,436) - 122,810

Total Income 54,818,132 104,527,644 43,186,619 28,902,371 20,473,857 Expenditure Purchases 49,216,449 100,641,080 28,934,000 40,271,900 36,589,655

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

850,008 (789,509)

9,116,000 (12,973,175) (20,929,655) Employee Benefit Expense 1,053,872 1,887,237 1,844,290 646,000 1,557,672 Depreciation and Amortization Expense 277,637 214,613 214,793 215,050 75,432 Other Administrative Expenses 1,615,974 1,303,868 2,055,947 288,200 1,843,360 Provisions and Contingencies 2,250 146,085 448,525 120,000

Total Expenditure 53,016,190 103,403,374 42,613,555 28,567,975 19,136,464

Profit before exceptional and extraordinary items and tax

1,801,942 1,124,270 573,063 334,395 1,337,393 Profit before tax 1,801,942 1,124,270 573,063 334,395 1,337,393 Tax expense (1) Current tax 630,000 581,431 355,235 145,060 416,607 (2) Deferred tax 7,196 (1,340) - 58 76

Total Tax expense 637,196 580,091 355,235 145,118 416,683

Net Profit After Tax 1,164,746 544,179 217,828 189,277 920,710

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SECTION III -INTRODUCTION 3. STATEMENT OF DIVIDEND & BONUS

DIVIDEND The declaration and payment of dividends on our Equity Shares will be recommended by the Board of Directors and approved by the shareholders of our Company, at their discretion, and will depend on a number of factors, including but not limited to the profits, cash flows, capital expenditure, capital requirements and overall financial condition. The Board may also from time to time pay interim dividend. Our Company has not declared any dividends since inception of the Company. BONUS Our Company has not issued any Bonus Shares since inception.

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SECTION III -INTRODUCTION 4. GENERAL INFORMATION

Our Company was incorporated on 20th November, 1982 under the Companies Act as a public limited company under the name ‘Econo Trade (India) Limited’.

Registered Office: 46, Strand Road, 3rd Floor, Kolkata 700007 West Bengal India Tel: (+91 33) 2555 2830 Email: etil2011@gmail.com Details Registration/Identification Number

Registration Number 35466 Corporate Identity Number L51109WB1982PLC035466

Stock Exchanges where the Company is currently listed: 1. Calcutta Stock Exchange Limited 2. U.P. Stock Exchange Limited

Listing of Equity Shares at BSE: Equity Shares of the Company are proposed to be listed and traded on BSE. Such admission for trading will be subject to fulfillment by the Company of listing criteria of BSE for such issues and also subject to such other terms and conditions as may be prescribed by BSE at the time of the application by the Company seeking listing.

Eligibility Criterion: The Company is submitting its Information Memorandum, for listing of Equity Shares under new norms for direct listing for the companies already listed on other recognized Stock Exchange(s) and it contains information about the Company, making disclosures in line with the disclosure requirement for public issues, to the extent applicable, to BSE for making the said Information Memorandum available to public through their website viz. www.bseindia.com. Prohibition by SEBI: The Company, its Directors, its Promoters, other companies promoted by the Promoters and companies with which the Company’s Directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI.

General Disclaimer by the Company: The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

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Disclaimer Clause of BSE: As required, a copy of this Information Memorandum is being submitted to BSE. The BSE does not in any manner: • warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or • warrant that this Company’s securities will be traded or will continue to be traded on the BSE; or • take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company; and it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by the BSE. Every person who desires to acquire any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. Listing: Application is being made to BSE, for permission to deal in and for an official quotation of the Equity Shares of the company. The company has taken steps for completion of necessary formalities for direct listing of its shares and commencement of trading at the Bombay Stock Exchange. Filing: Copies of this Information Memorandum have been filed with BSE in due compliance. Demat Credit: The Company has executed Tripartite Agreements with NSDL and CDSL for its securities in demat form as on 22nd March, 2010 and 27th April 2010 respectively. Dematerialization of Shares: Tripartite agreements have been signed between the Company, the Registrar and CDSL and NSDL. The ISIN No. allotted to the Company is INE937K01014. Registrar to the Company: Niche Technologies Private Limited D-511, Bagree Market, 5th Floor 71, B.R.B.Basu Road, Kolkata 700001 Tel: (+91 33) 2235 7271 / 7270/ 3070 Fax: (+91 33) 2215 6823 Website: www.nichetechpl.com E-mail: nichetechpl@nichetechpl.com Contact person: Ashok Sen

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Auditor to the Company: M/s. Ashok Kumar Natwarlal & Co., Chartered Accountants 161/1, Mahatma Gandhi Road, 3rd Floor, Room No. 70B Kolkata 700007 Tel: (+91) 94333 83291 E-mail: aknl@yahoo.in Contact person: Mr.Ashok Kumar Agarwal

Banker to the Company: HDFC Bank Limited Stephen House Branch, 4, B.B.D.Bag (East) Kolkata 700001

ICICI Bank Limited Rasoi Court, 20, R. N.Mukherjee Road Kolkata 700001

Kotak Mahindra Bank Limited Kakurgachi Branch Kolkata

Company Secretary and Compliance Officer Nitish Vyas 46, Strand Road, 3rd Floor, Kolkata 70007 Tel: (+91 33) 22583208 Email: complianceofficer@econo.in

Board of Directors: The following table sets out the details regarding our Board as on the date of the filing of this Information Memorandum: Name and Designation

Age (Years) Address DIN

PAN

Sujay Rakshit, Non-Executive & Promoter Director

42 K-104, Kamdahari Bose Para, P.O – Garia, Kolkata 700084

00698334 AEZPR4988P

Pradip Kumar Agarwal, Non-Executive & Promoter Director

41 Bhola Apartment, 4th Floor, Flat No. 402, 21/1, Mahendra Nath Roy Lane Howrah 711101

02195733 ADEPA0071E

Murari Agarwal, Whole-time Director

62 21, Khetra Mitra Lane, 6th Floor, Block B, Ganpati Apartment, Salkia, Howrah 711106

05302257 ACTPA2129D

20

Suresh Kumar Jain Non-executive & Independent Director

60 3E, Ganguly Lane, Kolkata 700007

00705828 ACQPJ1645Q

Bhawani Shankar Darak Non-executive & Independent Director

28 Shree Shyam Vatika, 4th Floor, Flat No.402, 8/1/A/1, RBC Road, Rishra, 712248

06828662 ANNPD3541K

21

SECTION III -INTRODUCTION 5. CAPITAL STRUCTURE

Our Share Capital as on the date of this Information Memorandum is set forth below: Particulars

No. of Shares Share Capital (Rs.)

A. Authorized share capital

18,670,000 Equity Shares of Rs.10/- each

186,700,000.00

B. Issued, subscribed and paid-up share capital

18,669,575 Equity Shares of Rs.10/- each

186,695,750.00

1. EQUITY SHARE CAPITAL HISTORY OF OUR COMPANY SINCE

INCEPTION:

Date of allotment of Shares

No. of Equity Shares Issued

Face value (Rs.)

Issu e pric e (Rs.)

Nature of conside ration

Reasons for allotment

Cumulative no. of equity shares

Cumulative paid-up share capital (Rs.)

Cumulative share premium (Rs.)

20.11.1982 70 10 10 Cash Subscription to Memorandum

70 700 --

25.02.1983 89930 10 10 Cash Further Allotment

90,000 900,000 --

14.06.1983 150000 10 10 Cash Further Allotment

240,000 2,400,000 --

28.03.2003 800000 10 20 Cash Preferential Allotment

1,040,000 10,400,000 8,000,000

31.03.2005 3622500 10 10 Consideration other than Cash

As per scheme of Amalgamation

4,662,500 46,625,000 8,000,000

20000 10 -- -- Inter holding of amalgamated companies Cancelled

4,642,500 46,425,000 8,000,000

23.07.2010 14027075 10 10 Consideration other than Cash

As per scheme of Amalgamation

18,669,575

186,695,750 8,000,000

22

2. SHAREHOLDING PATTERN OF OUR COMPANY The table below presents our shareholding pattern as on 30.06.2014.

Category code

Category of Shareholder

Number of Shareholders

Total number of shares

Number of shares held in dematerialized form

Total shareholding as a percentage of total

number of shares

Shares Pledged or otherwise

encumbered

As a percenta

ge of(A+B)1

As a percenta

ge of (A+B+C)

No. of

shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII

)

(IX)= (VIII)/(IV)*1

00 (A) Shareholding of Promoter and

Promoter Group

1 Indian

(a) Individuals/ Hindu Undivided Family NIL NIL NIL NIL NIL NIL NIL

(b) Central Government/ State Government(s)

NIL NIL NIL NIL NIL NIL NIL (c) Bodies Corporate

3 2795475 2795475 14.973 14.973 NIL NIL (d) Financial Institutions/ Banks

NIL NIL NIL NIL NIL NIL NIL (e) Any Others(Specify)

NIL NIL NIL NIL NIL NIL NIL Sub Total(A)(1)

3 2795475 2795475 14.973 14.973 NIL NIL 2 Foreign

a Individuals (Non-Residents Individuals/

Foreign Individuals) NIL NIL NIL NIL NIL NIL NIL

b Bodies Corporate NIL NIL NIL NIL NIL NIL NIL

c Institutions NIL NIL NIL NIL NIL NIL NIL

d Qualified Foreign Investor NIL NIL NIL NIL NIL NIL NIL

e Any Others(Specify) NIL NIL NIL NIL NIL NIL NIL

Sub Total(A)(2) NIL NIL NIL NIL NIL NIL NIL

Total Shareholding of Promoter

and Promoter Group (A)= (A)(1)+(A)(2) 3 2795475 2795475 14.973 14.973 NIL NIL

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI

NIL NIL NIL NIL NIL NA NA (b) Financial Institutions / Banks

NIL NIL NIL NIL NIL NA NA

23

(c) Central Government/ State

Government(s) NIL NIL NIL NIL NIL NA NA

(d) Venture Capital Funds NIL NIL NIL NIL NIL NA NA

(e) Insurance Companies NIL NIL NIL NIL NIL NA NA

(f) Foreign Institutional Investors NIL NIL NIL NIL NIL NA NA

(g) Foreign Venture Capital Investors NIL NIL NIL NIL NIL NA NA

(h) Qualified Foreign Investor NIL NIL NIL NIL NIL NA NA

(i) Any Other (specify) NIL NIL NIL NIL NIL NA NA

Sub Total (B)(1) NIL NIL NIL NIL NIL NA NA

B 2 Non-institutions

(a) Bodies Corporate 103 13272508 10971008 71.092 71.092 NA NA

(b) Individuals

I

Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh

321 575792 403092 3.084 3.084 NA NA II ii. Individual shareholders holding

nominal share capital greater than Rs. 1 lakh.

82 2019550 1332050 10.817 10.817 NA NA (c)

Qualified Foreign Investor NIL NIL NIL NIL NIL NA NA (d) Any Other (specify)

(d-i) Trust

3 5250 5250 0.028 0.028 NA NA (d-ii) Clearing Memb / Clearing corp

1 1000 1000 0.005 0.005 NA NA Sub-Total (B)(2)

510 15874100 12712400 85.027 85.027 NA NA

(B) Total Public Shareholding (B)= (B)(1)+(B)(2)

510 15874100 12712400 85.027 85.027 NA NA

TOTAL (A)+(B) 513 18669575 15507875 100.00 100.00 NIL NIL

(C) Shares held by Custodians and

against which Depository Receipts have been issued

1 Promoter and Promoter Group NIL NIL NIL NIL NIL

NA NA

2 Public NIL NIL NIL NIL NIL

NA NA

Sub-Total (C ) NIL NIL NIL NIL NIL NA NA

GRAND TOTAL (A)+(B)+(C) 513 18669575 15507875 100.00 100.00 NIL NIL

24

3. EQUITY SHARES HELD BY TOP 10 SHAREHOLDERS Our top ten shareholders and the number of equity shares held by them as on 30.06.2014 is as under:

Sr.No. Shareholders Name Number of shares

% of total paid up capital

1 Proteck Export & Commercial (P) Ltd. 1650000 8.838

2 Salvation Developers Ltd. 1291990 6.9203 Onestop Mercantile (P) Ltd. 1121475 6.0074 Aroma Vintrade (P) Ltd. 927040 4.9665 Anand Shakti Cement (P) Ltd. 906900 4.8586 Denevo Merchants (P) Ltd. 904170 4.8437 Dayanidhi Tradelink (P) Ltd. 894653 4.7928 Lagan Barter (P) Ltd. 677451 3.6299 Anand Potato Cold Storage (P) Ltd. 675600 3.619

10 Deepshikha Dealers (P) Ltd. 637187 3.413 Total 9664866 51.885

4. On the date of this Information Memorandum, there are no outstanding convertible instruments including warrants that would entitle the existing Promoters or shareholders or any other person any option to receive Equity Shares. 5. No payment, direct, indirect in the nature of brokerage, discount, commission, and allowance, or other special terms including an option for the issue of any kind of securities has been made either by us or by our Promoters to any person.

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SECTION IV – ABOUT THE COMPANY 1. INDUSTRY OVERVIEW

The Industry information presented in this section has been extracted from publicly available documents, which have not been prepared or independently verified by our Company. In this Section, we have relied on and referred to information regarding the industry and competitors from market research reports, and other publicly available sources. Although we believe that this information is reliable, we have not independently verified the accuracy and completeness of the information. The Industry in which our Company Operates The primary business of our company is corporate loans, personal loans, investment & trading in shares & securities. The company is registered as a Non-deposit taking Non Banking Finance Company with RBI. Non Banking Financial Companies - Overview NBFCs are an integral part of the country’s financial system complementing the services of commercial banks. The main reason attributed to the growth of NBFCs is the comprehensive regulation of the banking system. Other factors include higher level of customer orientation, lesser pre/post sanction requirements and higher rates of interest on deposits being offered by NBFCs. It is mandatory that every NBFC should be registered with RBI to carry on any business of non banking financial institution. The activities of non-banking financial companies (NBFCs) in India have undergone qualitative changes over the years through functional specialization. The role of NBFCs as effective financial intermediaries has been well recognized as they have inherent ability to take quicker decisions, assume greater risks, and customize their services and charges more according to the needs of the clients. While these features, as compared to the banks, have contributed to the proliferation of NBFCs, their flexible structures allow them to unbundle services provided by banks and market the components on a competitive basis. The distinction between banks and non-banks has been gradually getting blurred since both the segments of the financial system engage themselves in many similar types of activities. At present, NBFCs in India have become prominent in a wide range of activities like hire-purchase finance, equipment lease finance, loans, investments, etc. By employing innovative marketing strategies and devising tailor-made products, NBFCs have also been able to build up a clientele base among the depositors, mop up public savings and command large resources as reflected in the growth of their deposits from public, shareholders, directors and other companies, and borrowings by issue of non-convertible debentures, etc. The importance of NBFCs in delivering credit to the unorganized sector and to small borrowers at the local level in response to local requirements is well recognized. The rising importance of this segment calls for increased regulatory attention and focused supervisory scrutiny in the interests of financial stability and depositor protection. NBFCs can be divided into deposit taking NBFCs, i.e., which accept deposits from public and non deposit accepting or holding NBFCs being those which do not accept deposits from public.

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Even though the NBFCs are performing functions akin to that of banks, there are, however, a few differences:- (a) NBFC cannot accept demand deposits; (b) NBFCs are not a part of the payment and settlement system and as such cannot issue cheques drawn on itself; (c) NBFC cannot issue Demand Drafts like Banks; (d) Deposit insurance facility of Deposit Insurance and Credit Guarantee Corporation is not available for NBFC depositors unlike in case of banks; (e) While Banks are incorporated under Banking Companies Act, NBFC is incorporated under Companies Act, 1956. Initially, the NBFCs registered with RBI could operate as:- (a) Equipment leasing company; (b) Hire-purchase company; (c) Loan company; and (d) Investment Company. Presently, deposits taking NBFCs are classified in 3 categories vide RBI Regulation dated 6th December, 2006: (a) Asset Finance Company (b) Investment Company; and (c) Loan Company. An Overview of Regulation of NBFCs In response to the perceived need for better regulation of the NBFC sector, the Reserve Bank of India (RBI) Act, 1934 was amended in 1997, providing for a comprehensive regulatory framework for NBFCs. The RBI (Amendment) Act, 1997 conferred powers on the RBI to issue directions to companies and its auditors, prohibit deposit acceptance and alienation of assets by companies and initiate action for winding up of companies. (1) Mission To ensure that:

• the financial companies function on healthy lines, • these companies function in consonance with the monetary policy framework,

so that their functioning does not lead to systemic aberrations, • the quality of surveillance and supervision exercised by the RBI over the NBFCs

keeps pace with the developments in this sector. • comprehensive regulation and supervision of Asset liability and risk

management system for NBFCs,

(2) Amendments to the Reserve Bank of India (RBI) Act, 1934 RBI Act was amended in January 1997 providing for, inter alia

27

• Entry norms for NBFCs and prohibition of deposit acceptance (save to the

extent permitted under the Act) by unincorporated bodies engaged in financial business,

• Compulsory registration, maintenance of liquid assets and creation of reserve fund,

• Power of the RBI to issue directions to an NBFC or to the NBFCs in general or to a class of NBFCs.

• Comprehensive regulation and supervision of deposit taking NBFCs and limited supervision over those not accepting public deposits.

(3) Basic Structure of Regulatory and Supervisory Framework

• Prescription of prudential norms akin to those applicable to banks, • Submission of periodical returns for the purpose of off-site surveillance, • Supervisory framework comprising (a) on-site inspection (CAMELS pattern) (b)

off-site monitoring through returns (c) market intelligence, and (d) exception reports by statutory auditors,

• Punitive action like cancellation of Certificate of Registration (CoR), prohibition from acceptance of deposits and alienation of assets, filing criminal complaints and winding up petitions in extreme cases, appointment of the RBI observers in certain cases, etc.

• Co-ordination with State Governments to curb unauthorised and fraudulent activities, training programmes for personnel of NBFCs, State Governments and Police officials.

(4) Other steps for protection of depositors’ interest

• Publicity for depositors’ education and awareness, workshops / seminars for trade and industry organisations, depositors’ associations, chartered accountants, etc.

Non-Banking Financial Entities Regulated by the RBI Non-banking financial entities partially or wholly regulated by the RBI include: (a) NBFCs comprising equipment leasing (EL), hire purchase finance (HP), loan (LC), investment (1C) (including primary dealers3 (PDs)) and residuary nonbanking (RNBC) companies; (b) mutual benefit financial company (MBFC), i.e. nidhi company; (c) mutual benefit company (MBC), i.e. potential nidhi company; (d) miscellaneous non-banking company (MNBC), i.e. chit fund company

28

Types of Non-Banking Financial Entities (Regulated by RBI) I. Non-Banking Financial Company: In terms of the Section 45-l (f) read with Section 45-i(c) of the RBI Act, 1934, as amended in 1997, their principal business is that of receiving deposits or that of a financial institution, such as lending, investment in securities, hire purchase finance or equipment leasing. (a) Equipment leasing company (EL): Equipment leasing or financing of such activity. (b) Hire purchase finance company (HP): Hire purchase transactions or financing of such transactions. (c) Investment company (IC): Acquisition of securities. These include Primary Dealers (PDs) who deal in underwriting and market making for government securities. (d) Loan company (LC): Providing finance by making loans or advances, or otherwise for any activity other than its own; excludes EL/HP/Housing Finance Companies (HFCs). (e) Residuary non-banking company (RNBC): Company which receives deposits under any scheme or arrangement by whatever name called, in one lump-sum or in installments by way of contributions or subscriptions or by sale of units or certificates or other instruments, or in any manner. These companies do not belong to any of the categories as stated above. II. Mutual Benefit Financial Company (MBFC) i.e., Nidhi Company: Any company which is notified by the Central Government as a Nidhi Company under section 620A of the Companies Act, 1956 (1 of 1956) III. Mutual Benefit Company (MBC), i.e., potential Nidhi company: A company which is working on the lines of a Nidhi company but has not yet been so declared by the Central Government, has minimum net owned fund (NOF) of Rs.10 lakh, has applied to the RB1 for CoR and also to Department of Company Affairs (DCA) for being notified as Nidhi company and has not contravened directions/ regulations of RBI/DCA. IV. Miscellaneous non-banking company (MNBC), Managing, conducting or supervising as a promoter, foreman or i.e., Chit Fund Company: Managing, conducting or supervising as a promoter, foreman or agent of any transaction or arrangement by which the company enters into an agreement with a specified number of subscribers that every one of them shall subscribe a certain sum in installments over a definite period and that every one of such subscribers shall in turn, as determined by tender or in such manner as may be provided for in the arrangement, be entitled to the prize amount. Activities undertaken by NBFC: Fund Based Activities:

• Equipment Leasing • Hire Purchase • Bill Discounting • Loans/Investments • Venture Capital

29

• House Finance • Factoring • Equity Participation • Short term Loans • Inter Corporate Loan

Fee Based Activities • Issue Management • Portfolio Management • Corporate Counseling • Project Counseling • Loan/Lease Syndication • Advisory Services

30

SECTION IV – ABOUT THE COMPANY 2. BUSINESS OVERVIEW

The Company was originally incorporated as Econo Trade (India) Limited on 20th November, 1982 under the Companies Act, 1956 in the State of West Bengal. Econo Trade (India) Limited obtained certificate of Commencement of Business pursuant to Section 149(3) of the Companies Act, 1956 from the Registrar of Companies, West Bengal vide certificate dated 4th December, 1982. The Company registered itself as NBFC with RBI vide certificate no. 05.02244 dated 16th May, 1998. The Company came out with its initial public offering and obtained listing on CSE & UPSE. The company is in the business of corporate loans, personal loans, investment & trading in shares & securities. PRODUCTS & SERVICES Presently our Company is offering the following: 1. Corporate Loans 2. Personal Loans 3. Investment & trading in shares & securities SWOT Analysis Strengths: Management Team: The Board of our Company comprises of qualified professionals, having immense experience in the industry and business acumen. Investments: The Company has investments in companies with good business profile. Weakness: Branding: Our Company is not a well established brand among large NBFC players who have access to larger financial resources. Accessibility: We do not have branches so we are unable to explore the business opportunities in other areas. Opportunities: Large Market: The players in the NBFC sector still have a lot of scope to cover larger market and the rural markets are still untapped. Desire for Status: With increased desire of individuals to improve their standard of living, the NBFC industry is getting exposed to new category of client (individuals) in a big way with large share of business coming from this segment apart form corporate clients. Threats: Economic Downturn: If the economic downturn is prolonged it can reduce the financing need of people due to shrinking business opportunities.

31

Private Banks: Private Banks are also working on the similar business model as the NBFCs do, thereby giving a very strong competitions to the NBFC’s. RBI and Government restrictions: With more stringent norms governing the functioning of NBFC and certain government restrictions act as a hindrance in smooth functioning of NBFC. OUR STRATEGY Expansion of existing activities: Our Company intends to expand its financial services by enhancing its focus on loans and investments. Brand recognition: We are in such a business where we are facing lot of competition. Our Company is not a well established brand among large NBFC players. We will be making the necessary arrangements for our brand reorganization. Future Outlook Opportunities available in the Industry:

• Large Market: The players in the NBFC sector still have a lot of scope to cover larger market and the rural markets are still untapped.

• Desire for Status: With increased desire of individuals to improve their

standard of living, the NBFC industry is getting exposed to new category of client (individuals) in a big way with large share of business coming from this segment apart form corporate clients.

Human resources As on date we have seven employees. In addition to salary and allowances, we provide our employees benefits which include bonus etc. Our success depends upon our ability to recruit, train and retain high quality professionals. We believe the relationship between our management and our employees has been cordial.

32

SECTION IV – ABOUT THE COMPANY 3. HISTORY SAND CORPORATE STRUCTURE

The Company was originally incorporated as Econo Trade (India) Limited on 20th November, 1982 under the Companies Act, 1956 in the State of West Bengal. Econo Trade (India) Limited obtained certificate of Commencement of Business pursuant to Section 149(3) of the Companies Act, 1956 from the Registrar of Companies, West Bengal vide certificate dated 4th December, 1982.

The Company registered itself as non deposit taking NBFC with RBI vide certificate no. 05.02244 dated 16th May, 1998.

The Company is listed with Calcutta Stock Exchange and Uttar Pradesh Stock Exchange for more than a decade.

The Company came out with preferential issue of Rs.160 lakhs on 28th March 2003 to increase the capital of the company, to strengthen the networth of the company and to part finance the long term working capital of the company. 80 Lakhs equity shares of Rs.10/- each were allotted on preferential basis at a premium of Rs.10/- each.

The Company has undergone two amalgamations since incorporation to achieve better, efficient and economical management, for better control & running of the business, more administrative convenience and to get the advantage of economies of scale. Details of the amalgamation is given below:

1. As per the scheme of amalgamation approved by Hon’ble High Court of Calcutta vide their order dated 9th February 2005, Captive Equipments (P) Limited and Polo Suppliers (P) Limited were amalgamated with Econo Trade (India) Limited.

2. As per the scheme of amalgamation approved by Hon’ble High Court of Calcutta vide their order dated 15th March 2010, Balaji Buildcom Limited and Amrapali Nirman Limited were amalgamated with Econo Trade (India) Limited.

The present networth of the Company is Rs.361,161,333/- as on 31st March 2014.

MAIN OBJECTS OF THE COMPANY 1. To carry on the business of buyers, sellers, suppliers, investors, traders,

merchants, importers, exporters, hire purchase dealers, indentors, brokers, agents, assemblers, packers, stockists, distributors, and dealers of and in all kinds of agricultural produce, dairy produce, food articles, forest products, plantations crops like Tea, Coffee, tobacco, minerals, metals, industrial and other wastes and by products, industrial and other gases, firewood, coal and coke, oils and lubricants, fuels, Alcohol, wines and beverages, edible and non-edible oil and fats, sugar and molasses, consumer goods, household goods, hardware and stores, plant and machinery, generating sets, earth moving equipments, stores, spare parts and accessories, commercial, natural and man made fibres, textiles of all kinds, all kinds of cements, chemical, drugs, building materials, wire and wire products, all types of cables and insulating materials, all types of electrical goods, vehicle parts, automobile parts, machine parts, industrial components, plastics and electronic parts and devices, bullion, precious stones, work of art, antique, curious, jewellary and ornaments, and in

33

all kinds of machinery accessories and other things required in connection therewith.

2. To invest, buy, sell, transfer, hypothecate, and dispose of any shares stocks,

securities properties and to finance industrial enterprise whether by way of making loans or advances to or by subscribing to the capital of Private Industrial Enterprises in India and/or to lend money to firms, persons or companies on such conditions as may seem expedient.

3. Subject to provision of the Act and directions issued by RBI to receive money,

deposits on interest or otherwise and to lend money on interest or otherwise and negotiate with or without security such companies, firms or persons and on such conditions as may seem expedient and to guarantee the performance of contracts by any person, companies or firms provided that the Company shall not carry on the business of banking.

4. To carry on all or any of the business of:-

Financiers of industrial, commercial and other enterprises and general financiers, film financiers, producers, and distributors and exhibitors, money lenders, sahukars, trustees, real estate owner, landlord, real estate agent, builders, underwriters, guarantors, hire purchase dealers, investors, promoters, brokers and dealers of and in shares, stocks, debentures, securities, bonds, obligations, claims, licenses, and charges, land, building, houses, easements, negotiable instruments, decrees, book debts, patents, factories mines, industrial undertaking, business concern, warehouses, property and right of all kinds, agricultural lands, farms, gardens, flats, showrooms, offices, residential units, shops, godowns, business of insurance agents, safe deposit company, and such other business and acts required in connection therewith and to receive on deposit or borrow and raise money provided that the Company shall not carry on the business of Banking as defined under the Banking Regulation Act, 1949.

PRESENT BUSINESS OF THE COMPANY The Company is providing various financial solutions such as:

- corporate loans - personal loans, - investment and trading in shares & securities

Material Contracts The Company has not entered into any material contract, concessions and similar other documents except those entered into in the ordinary course of the business carried on or intended to be carried on by the company.

Our Subsidiaries Our Company at present has no subsidiary as on date of the Information Memorandum.

Collaborations The Company has so far not entered into any technical or financial collaboration agreement.

34

SECTION IV – ABOUT THE COMPANY 4. MANAGEMENT

Econo Trade (India) Limited is a professionally managed company. Under our Articles of Association, we are required to have not less than three (3) directors and not more than twelve (12) directors. We currently have five (5) directors on Board. The following table sets forth current details regarding our Board of Directors: Board of Directors

Sr. No.

Name, DIN & PAN

Address Date of Appointment

Status of directorship

Directorships in other Companies

1. Mr. Sujay Rakshit DIN: 00698334 PAN: AEZPR4988P

K-104, Kamdahari Bose Para, P.O – Garia, Kolkata 700084

27.08.2002 Non-executive & Promoter Director

1. Proteck Export And Commercial Private Limited 2. Onestop Mercantile Private Limited 3. Ultimate Vanijya Private Limited

2.

Mr. Pradip Kumar Agarwal DIN: 02195733 PAN: ADEPA0071E

Bhola Apartment, 4th Floor, Flat No. 402, 21/1, Mahendra Nath Roy Lane Howrah 711101

27.08.2002 Non-executive & Promoter Director

1. Sanmin Trading & Holdings Private Limited 2. Proteck Export And Commercial Private Limited 3. Onestop Mercantile Private Limited 4. Ultimate Vanijya Private Limited 5. Prraj Fashion Private Limited

3. Mr. Murari Agarwal DIN: 05302257 PAN: ACTPA2129D

21, Khetra Mitra Lane, 6th Floor, Block B, Ganpati Apartment, Salkia, Howrah 711106

12.06.2012 Whole Time Director

NIL

4. Mr. Suresh Kumar Jain DIN: 00705828 PAN: ACQPJ1645Q

3E, Ganguly Lane, Kolkata 700007

04.03.2014 Non-executive & Independent Director

1. Narottam Investments & Trading Co. Ltd. 2. Platinum Plywood (P) Ltd. 3. Kwality Credit & Leasing Ltd. 4. KCL Iron & Steels Ltd. 5. KCL Chemicals Ltd.

5. Mr. Bhawani Shankar Darak DIN: 06828662 PAN: ANNPD3541K

Shree Shyam Vatika, 4th Floor, Flat No.402, 8/1/A/1, RBC Road, Rishra, 712248

04.03.2014 Non-executive & Independent Director

NIL

35

Details of Directors 1. Mr.Sujay Rakshit aged 42 years, is non-executive & promoter director of our Company. He is a MBA. He has more than 12 years of experience in finance industry. He has rich experience in capital market transactions and has been designated as the Director of our Company since 27.08.2002. 2. Mr. Pradip Kumar Agarwal aged 41 years, is non-executive & promoter director of our Company. He is a Chartered Accountant from The Institute of Chartered Accountants of India. He has more than 11 years of experience in accounts & finance. He brings with him his financial expertise and has been designated as the Director of our Company since 27.08.2002. 3. Mr. Murari Agarwal aged 62 years, is whole time director of our Company. He has more than 30 years of experience in finance industry. He brings his rich expertise in business advisory and has been designated as the Director of our Company since 12.06.2012. 4. Mr. Suresh Kumar Jain aged 60 years, is non-executive & independent director of our Company. He is C.A. Intermediate from the Institute of Chartered Accountants of India & C.S. Intermediate from The Institute of Company Secretaries of India. He has 35 years of experience in the Finance industry. He is associated with the company since 04.03.2014. 5. Mr. Bhawani Shankar Darak aged 28 years, is non-executive & independent director of our Company. He is MCA from Netaji Subhash Open University. He has 5 years of experience in Finance industry. He is associated with the company since 04.03.2014. Corporate Governance Our Company stands committed to good corporate governance practices based on the principles such as accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. We have complied with the requirements of the applicable regulations, including the Listing Agreement to be executed with the Stock Exchanges and the SEBI Regulations, in respect of corporate governance including constitution of the Board and Committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Board’s supervisory role from the executive management team and constitution of the Board Committees, as required under law. We have a Board constituted in compliance with the Companies Act and the Listing Agreement in accordance with best practices in corporate governance. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Our executive management provides the Board detailed reports on its performance periodically. Currently our board has five (5) Directors. We have two Independent & Non-Executive Directors, two Promoter and Non-Executive Directors and one Whole-time Director. The constitution of our Board is in compliance with the requirements of Clause 49 of the Listing Agreement.

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The following committees have been formed in compliance with the Corporate Governance norms:

A) Audit Committee B) Shareholders/Investors Grievance Committee c) Remuneration Committee AUDIT COMMITTEE The Company has a qualified and independent Audit Committee with the functioning and terms of reference as prescribed under Section 292A of the Companies Act, 1956 and the Listing Agreement including their role, powers and duties as prescribed therein as laid down by the Board and adopted in their meeting. The terms of reference of Audit Committee complies with the requirements of Clause 49 of the Listing Agreement. The Committee presently comprises of three Directors – two of them are Independent and Non - Executive and one is Promoter and non-executive Director. All of them are experts in corporate finance, accounts and corporate law. The Chairman of the Committee is an Independent and Non - Executive Director. The Committee comprises of the following members: Sr. No. Name of the Director Nature of Directorship 1. Suresh Kumar Jain Independent , Non-executive 2. Bhawani Shankar Darak Independent, Non-executive 3. Pradip Kumar Agarwal Non-Independent, Non-executive

Mr. Suresh Kumar Jain is the Chairman of the Committee. The Company Secretary, Mr. Nitish Vyas acts as Secretary to the Audit Committee. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE Our Company has constituted an Investors Grievance Committee to specifically look into redressing of the shareholders' and investors' complaints. The Committee also advises on matters which can facilitate better investor services and relations. Composition The Composition of the Committee is in conformity with Clause 49 IV (G) (iii) of the Listing Agreement. The Committee comprises of following members: Sr. No. Name of the Director Nature of Directorship

1. Suresh Kumar Jain Independent , Non-executive 2. Bhawani Shankar Darak Independent, Non-executive 3. Sujay Rakshit Non-Independent, Non-executive

Mr.Suresh Kumar Jain is the Chairman of the Committee.

37

REMUNERATION COMMITTEE Our Company has constituted a Remuneration Committee to determine the Company’s policy on specific remuneration packages for executive directors including pension rights & compensation payment. Composition The Composition of the Committee is in conformity the Listing Agreement and comprises of all non-executive directors. The Committee comprises of following members: Sr. No.

Name of the Director Nature of Directorship

1. Suresh Kumar Jain Independent , Non-executive 2. Bhawani Shankar Darak Independent, Non-executive 3. Sujay Rakshit Non-Independent, Non-executive

Mr. Suresh Kumar Jain is the Chairman of the Committee.

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SECTION IV – ABOUT THE COMPANY 5. OUR PROMOTERS

Our Promoters are: 1. Associated Cereals Limited 2. Onestop Mercantile Private Limited 3. Proteck Export & Commercial Private Limited

Details & Background of our promoters is as under:

1. Associated Cereals Limited Associated Cereals Limited was incorporated on 13th August, 1997. The Corporate Identification Number (CIN) of the Company is L01111WB1997PLC085164. The registered office of the Company is Arihant Enclave, Ground Floor, 493B/57A, G.T.Road (South), Shibpur, Howrah 711102. The shares of the Company are listed with U.P.Stock Exchange.

Associated Cereals Limited is presently into NBFC activities.

Shareholding pattern of Associated Cereals Limited as on 21.03.2014 is: Category code

Category of Shareholder

Number of Shareholders

Total number of shares

Number of shares held in dematerialized form

Total shareholding as a percentage of

total number of shares

Shares Pledged or otherwise

encumbered

As a percent

age of(A+B)

1

As a percentage of

(A+B+C)

Number of

shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII

)

(IX)= (VIII)/(IV)*100

(A) Shareholding of Promoter and Promoter Group

1 Indian (a) Individuals/ Hindu

Undivided Family NIL NIL NIL NIL NIL NIL NIL (b) Central Government/ State

Government(s) NIL NIL NIL NIL NIL NIL NIL

(c) Bodies Corporate 1 6869620 3103750 54.123 54.123 NIL NIL (d) Financial Institutions/

Banks NIL NIL NIL NIL NIL NIL NIL (e) Any Others(Specify) NIL NIL NIL NIL NIL NIL NIL Sub Total(A)(1) 1 6869620 3103750 54.123 54.123 NIL NIL

2 Foreign

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A Individuals (Non-Residents

Individuals/ Foreign Individuals) NIL NIL NIL NIL NIL NIL NIL

B Bodies Corporate NIL NIL NIL NIL NIL NIL NIL C Institutions NIL NIL NIL NIL NIL NIL NIL D Qualified Foreign Investor NIL NIL NIL NIL NIL NIL NIL E Any Others(Specify) NIL NIL NIL NIL NIL NIL NIL Sub Total(A)(2) NIL NIL NIL NIL NIL NIL NIL Total Shareholding of

Promoter and Promoter Group (A)= (A)(1)+(A)(2) 1 6869620 3103750 54.123 54.123 NIL NIL

(B) Public shareholding 1 Institutions

(a) Mutual Funds/ UTI NIL NIL NIL NIL NIL NA NA

(b) Financial Institutions / Banks NIL NIL NIL NIL NIL NA NA

(c) Central Government/ State Government(s)

NIL NIL NIL NIL NIL NA NA (d) Venture Capital Funds

NIL NIL NIL NIL NIL NA NA (e) Insurance Companies

NIL NIL NIL NIL NIL NA NA (f) Foreign Institutional Investors

NIL NIL NIL NIL NIL NA NA (g) Foreign Venture Capital

Investors NIL NIL NIL NIL NIL NA NA (h)

Qualified Foreign Investor NIL NIL NIL NIL NIL NA NA (i) Any Other (specify)

NIL NIL NIL NIL NIL NA NA Sub Total (B)(1)

NIL NIL NIL NIL NIL NA NA B 2 Non-institutions (a) Bodies Corporate 23 4299950 3339000 33.877 33.877 NA NA (b) Individuals

I

Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh

464 169420 5600 1.335 1.335 NA NA II ii. Individual shareholders

holding nominal share capital in excess of Rs. 1 Lac 22 1353700 704300 10.665 10.665 NA NA

(c) Qualified Foreign Investor NIL NIL NIL NIL NIL NA NA (d) Any Other (specify)

NIL NIL NIL NIL NIL NA NA Sub-Total (B)(2) 509 5823070 4048900 45.877 45.877 NA NA

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 509 5823070 4048900 45.877 45.877 NA NA

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TOTAL (A)+(B)

510 1269269

0 7152650 100.00 100.00 NIL NIL

(C) Shares held by Custodians and against which Depository Receipts have been issued

1 Promoter and Promoter Group

NIL NIL NIL NIL NIL NA NA

2 Public NIL NIL NIL NIL NIL

NA NA

Sub-Total (C ) NIL NIL NIL NIL NIL NA NA

GRAND TOTAL (A)+(B)+(C) 510

12692690 7152650 100.00 100.00 NIL NIL

The Promoter of Associated Cereals Limited is Ultraplus Housing Estate (P) Ltd. holding 54.12% of total shareholding. Directors of Associated Cereals Limited are 1. Mr. Binod Chand Kanakaria 2. Mr. Anant Bhagat 3. Mr. Shrish Tapuriah The financials is as under: Particulars For the Year ended

31st March ,2013 For the year ended 31st March, 2012

Equity Share Capital 126,926,900 91,926,900 Reserves & surplus 173,913,951 103,555,103 Revenue from operations 1,362,489 304,250 Profit After Tax 358,847 (5,049) Earnings per share (in Rs.) 0.04 (0.001) 2. Onestop Mercantile Private Limited Onestop Mercantile Private Limited was incorporated on 19th March, 2010 in the state of West Bengal. The Corporate Identification Number (CIN) of the Company is U52190WB2010PTC143974. The registered office of the Company is 9/2/1 Munshi Ganj Road, Ground Floor, Opp Gulab Tea Khidderpore, Kolkata 700023. It has been incorporated with the objective of carrying the business of makers, inventors, converters, importers, exporters, traders, buyers, sellers, suppliers, commission agents, brokers, assemblers, producers, processors, makers, creators merchants, sub-agents, wholesalers, retailers, indenting agents, stockists, distributors, dealers, buying, selling, marketing, net marketing, commodity & derivatives marketing, wholeselling, consignor, supplying, distributor, dealer, retailing of all kinds of general commodities, home care products & consumer goods, household goods, industrial goods, jute, raw jute & jute products, hosiery goods, textiles goods, cotton, yarn, clothes, salwar, sarees, suiting & shirtings, dress materials, ghagra, choli, chunri, readymade garments, coal & coke, engineering goods, electrical & electronic

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products, consumer durable, dry fruits, food articles, sweets, snacks, confectionery, sugar, spices, pulses, edible & non edible products, agricultural products and its by products, hardwares & stones, plant & machinery, stores & spare parts & accessories, commercials, natural & man-made fibres, clothes & fabrics, garments, synthetic & polythene products, laminated cloth, packing materials, paper & paper products, plastic & plastic products, polythene & polythene products, granules, petro-chemicals & petroleum products, leather & leather products, footwear, rubber & rubber products, carpets, plantation, tea, coffee, tobacco, vegetables, & other eatables, milk & milk products, ice creams, dairy products, spices pickles, kiranas, food products, marine products, sea food, paper, sugar & molasses, medicines, drugs, pharmaceuticals, cosmetic goods, cements, ceramic tiles, vetrified tiles, sanitarywares, bathroom fittings, construction materials, decorative products, etc. and to carry on business in the area of information technology which includes everything & to carry on the business of running institution of learning computer software & hardware technologies and to carry on the business of running computer educational institute for competitive examination & to puchase/sale or let out office premises or deal in land, building, properties, houses, flats, hardwares, watches, novelties, bullion, precious stones, work of art, antiques, curious, gems & jewelleries & silver utensils & ornaments of all kinds and to carry on the business of servicing, cooking, outdoor catering, supplying either directly or indirectly any food, edible preparations, alcoholic or non alcoholic beverages or crockery & similar items or related items.

The shareholding pattern of the Company as on 04.04.2014 is given below: Sr.No. Name of the Shareholder No. of Shares

held 1. Upendra Kumar Singh 5000 2. Kailash Chandra Parthi 5000 3. Ultimate Vanijya Private Limited 65000 4. Proteck Export & Commercial (P) Ltd. 61750

Total 136,750 The Directors of the Company are: 1. Mr. Sujay Rakshit 2. Mr. Pradip Kumar Agarwal The financials is as under: Particulars For the Year ended

31st March ,2013 For the year ended 31st March, 2012

Equity Share Capital 1,367,500 1,367,500 Reserves & surplus 24,067,885 24,067,709 Revenue from operations 766,890 884,410 Profit After Tax 175 (8879) Earnings per share (in Rs.) 0.00 (0.06) 3. Proteck Export & Commercial Private Limited Proteck Export & Commercial Private Limited was incorporated on 14th December, 1995 in the state of West Bengal. The Corporate Identification Number (CIN) of the

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Company is U51109WB1995PTC075946. The registered office of the Company is P-2, Kalakar Street, 3rd Floor, Kolkata 700007.

It has been incorporated with the objective of carrying on all or any of the business of buyers, sellers, suppliers, traders, merchants, importers, exporters, intenders, brokers, distributors & dealers, in all type of cloth, textile, yarns & fabrics of wool, cotton, jute, silk, rayon, nylon, terrylyne, and other natural synthetic, man made fibre & fabrics & all for fibrous substances, leather, rubber & plastic products & by products, all kinds of bearings, all kinds of motor parts, power generators, alternators, engine & engine parts, capacitors, transformers, cables & conductors, resins, gums, pastes and other solutions, paints & varnishes, bakelite & other synthetic spare parts & fittings, mill stores, colliry stores, railways & tramways stores, minerals, metals, oils, lubricants, greases, hardwares, plant & machineries, spareparts, accessories, cement, bricks, sands and other building materials, dyes, chemicals, vehicles, automobile parts, machine parts, industrial components, electronics devices & parts, bullions, precious stones, work of art, antique, curios, jewelleries, ornaments products, ferrous or non ferrous metal, iron & steel, agricultural products, food articles, kirana & spices, forest products, industrial & other wastes and by products, coal, coke, coal & coke, by products, industrial & other gases & their product, alcohol, wines & other beverages, spirits, edible & non-edible oils, oil cakes, fats, consumer goods, furniture & fittings, household goods, and merchandises of all sorts and descriptions.

The shareholding pattern of the Company as on 04.04.2014 is given below:

Sr.No. Name of the Shareholder No. of Shares held 1. Shashi Modi 10000 2. Onestop Mercantile (P) Limited 102400 3. Ultimate Vanijya (P) Limited 94400 4. Highrise Vincom (P) Ltd. 25000 5. Deep Commosale (P) Ltd. 25000 6. Adarsh Dealtrade (P) Ltd. 25000 7. Luxury Commtrade (P) Ltd. 20000 8. Prayash Dealtrade (P) Ltd. 30000 9. Access Tradelinks (P) Ltd. 20000 10. Aspotlight Vincom (P) Ltd. 30000 11. Axiom Commodeal (P) Ltd. 35000 Total 416,800

The Directors of Proteck Export & Commercial Private Limited are: 1. Ms. Shashi Modi 2. Mr. Mahesh Kumar Modi 3. Mr. Sujay Rakshit 4. Mr. Pradip Kumar Agarwal The financials is as under: Particulars For the Year ended

31st March ,2013 For the year ended 31st March, 2012

Equity Share Capital 4,168,000 4,168,000 Reserves & surplus 33,461,269 33,491,737 Total Revenue 596,748 1,492,917 Profit After Tax (30,467) (25,549) Earnings per share (in Rs.) 0.07 0.06

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SECTION V - REGULATIONS AND POLICIES IN INDIA The following description is a summary of certain sector specific laws and regulations in India, which are applicable to our Company. The information detailed in this chapter has been obtained from publications available in the public domain. The regulations set out below may not be exhaustive, and are only intended to provide general information to the investors and are neither designed nor intended to substitute for professional legal advice.

The Companies Act, 1956 The Act deals with laws relating to companies and certain other associations. It was enacted by the parliament in 1956. The Companies Act primarily regulates the formation, financing, functioning and winding up of companies. The Act prescribes regulatory mechanism regarding all relevant aspects including organizational, financial and managerial aspects of companies. Regulation of the financial and management aspects constitutes the main focus of the Act. In the functioning of the corporate sector, although freedom of companies is important, protection of the investors and shareholders, on whose funds they flourish, is equally important. The Companies Act plays the balancing role between these two competing factors, namely, management autonomy and investor protection.

The Companies Act, 2013 The Companies Act, 2013 passed by the Parliament has received the assent of the President of India on 29th August, 2013. The Act consolidates and amends the law relating to companies. Some of the provisions of the Act are implemented. Regulation of Foreign Investment in India Foreign investment in India is primarily governed by the provisions of the Foreign Exchange Management Act, 1999 (“FEMA”) and the rules and regulations promulgated there under. The RBI, in exercise of its powers under FEMA, has notified the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 (“FEMA Regulations”) which prohibit, restrict and regulate, transfer or issue of securities, to a person resident outside India. Pursuant to the FEMA Regulations, no prior consent or approval is required from the RBI for foreign direct investment under the “automatic route” within the specified sectoral caps prescribed for various industrial sectors. In respect of all industries not specified under the automatic route, and in respect of investments in excess of the specified sectoral limits under the automatic route, approval for such investment may be required from the FIPB and/or the RBI. Further, FIIs may purchase shares and convertible debentures of an Indian company under the portfolio investment scheme through registered brokers on recognized stock exchanges in India. Regulation 1 (4) of Schedule II of the FEMA Regulations provides that the total holding by each FII or SEBI approved sub-account of an FII shall not exceed 10% of the total paid-up equity capital of an Indian company or 10% of the paid-up value of each series of convertible debentures issued by an Indian company and the total holdings of all FIIs and sub accounts of FIIs added together shall not exceed 24% of the paid-up equity capital or paid-up value of each series of convertible debentures. However, this limit of 24% may be increased up to the statutory ceiling as applicable, by the Indian company concerned passing a resolution by its board of directors followed by the passing of a special resolution to the same effect by its shareholders.

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Transfer of Property Act, 1882 The transfer of property is governed by the Transfer of Property Act, 1882 (“T.P. Act”). The T.P. Act establishes the general principles relating to the transfer of property including among other things identifying the categories of property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property. Registration Act, 1908 The Registration Act, 1908 (“Registration Act”) has been enacted with the object of providing public notice of execution of documents affecting a transfer of interest in property. Section 17 of the Registration Act identifies documents for which registration is compulsory and includes among other things, any non-testamentary instrument which purports or operates to create, declare, assign, limit or extinguish, whether in present or in future, any right, title or interest, whether vested or contingent, in immovable property of the value of one hundred rupees or more, and a lease of immovable property for any term exceeding one year or reserving a yearly rent. Section 18 of the Registration Act provides for non-compulsory registration of documents as enumerated in the provision. The Easements Act, 1882 The law relating to easements is governed by the Easements Act, 1882 (“Easements Act”).The right of easement is derived from the ownership of property and has been defined under the Easements Act to mean a right which the owner or occupier of land possesses for the beneficial enjoyment of that land and which permits him to do or to prevent something from being done in respect of certain other land not his own. Under this law an easement may be acquired by the owner of immovable property, i.e. the “dominant owner”, or on his behalf by the person in possession of the property. Such a right may also arise out of necessity or by virtue of a local Indian Stamp Act, 1899 The Indian Stamp Act, 1899 (“Stamp Act”) and the relevant State Stamp Acts provide for the imposition of stamp duty at specified rates on instruments listed in Schedule I of the Act. The applicable rates for stamp duty on these instruments, including those relating to conveyance, are prescribed by state legislation. Instruments chargeable to duty under the Stamp Act which are not duly stamped are inadmissible in a court of law and have no evidentiary value. Public officials have the power to impound such documents and if the executor wants to rectify them, he may have to pay a penalty of up to 10 times the original stamp value. Income-tax Act, 1961 The Income Tax Act, 1961 deals with the taxation of individuals, corporates, partnership firms and others. As per the provisions of this Act the rates at which they are required to pay tax is calculated on the income declared by them or assessed by the authorities, after availing the deductions and concessions accorded under the Act. The maintenance of Books of Accounts and relevant supporting documents and registers are mandatory under the Act. Filing of returns of Income is compulsory for all assesses.

Service Tax Chapter V of the Finance Act 1994 (as amended), and Chapter V-A of the Finance Act 2003 requires that where provision of certain listed services, whole taxable services exceeds Rs. 10,00,000, a service tax with respect to the same must be paid. Every person who is liable to pay service tax must register himself for the same.

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Intellectual Property Trade Marks Act, 1999 The Indian law on trademarks is enshrined in the Trade Marks Act, 1999. Under the existing legislation, a trademark is a mark used in relation to goods so as to indicate a connection in the course of trade between the goods and some person having the right as proprietor to use the mark. A ‘mark’ may consist of a word or invented word, signature, device, letter, numeral, brand, heading, label, name written in a particular style and so forth. The trademark once applied for, is advertised in the trademarks journal, oppositions, if any are invited and after satisfactory adjudications of the same, a certificate of registration is issued. The right to use the mark can be exercised either by the registered proprietor or a registered user. The present term of registration of a trademark is ten years, which may be renewed for similar periods on payment of prescribed renewal fee. Copyright Act, 1957

The Copyright Act, 1957 came into effect from January 1958. Copyright is an exclusive right. The statutory definition of Copyright is the exclusive right to do or authorizes others to do certain acts in relation to Literary, dramatic or musical works, Artistic work Cinematograph film; and Sound recording.

The purpose of recognizing & protecting the copyright of an author is to statutorily protect his work & inspire him to exercise his creative faculties. Copyright is granted for a specific period of time.

Whether an act is an infringement or not would depend on the fact whether copyright is subsisting in the work or not. In case the copyright has expired, the work falls in the public domain & any act of reproduction of the work by any person other than then the author would not amount to infringement.

The Reserve Bank India Act, 1934 Our Company is registered under the Reserve Bank of India Act, 1934 (“the RBI Act”) as a NBFC not accepting public deposits vide the Registration No. No.B.01.00419 dated June 25, 2002 issued by RBI, Ahmedabad Regional Office. The RBI Act was enacted to constitute the RBI to regulate the issue of bank notes and the keeping of reserves with a view to securing monetary stability in India and to generally operate the currency and credit system of India. Our Company is subject to the regulations, as well as to the directives, issued by the RBI from time to time. The RBI Act provides, inter alia, that a NBFC can commence business after obtaining a certificate of registration. NBFCs should have minimum ‘net owned funds’ of Rs. 200 Lacs, as it may, by notification in the Official Gazette, specify. “Net owned fund” as defined in the RBI Act, are the aggregate of the paid-up equity capital and free reserves as disclosed in the latest balance sheet of the company after deducting various stipulated items there from.

Prudential Norms for Asset Classification The Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 (“Prudential Norms Directions”) specify that every NBFC shall, after taking into account the degree of well defined credit weaknesses and extent of dependence on collateral security for realization, classify lease/ hire purchase assets, loans and advances and any other forms of credit into the following classes, namely:

• Standard asset, i.e., the asset in respect of which no default in repayment of principal or payment of interest is perceived and which does not disclose any problem nor carry more than normal risk attached to the business;

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• Sub-standard asset, i.e., (a) an asset, which has been classified as non-performing asset for a period not exceeding 18 months; b) an asset where the terms of the agreement regarding interest and / or principal have been renegotiated or rescheduled or restructured after commencement of operations, until the expiry of one year of satisfactory performance under the renegotiated or rescheduled or restructured terms;

• Doubtful asset, i.e., (a) a term loan, or (b) a lease asset, or (c) a hire purchase asset, or (d) any other asset which remain as a sub-standard asset for a period exceeding 18 months;

• Loss asset, i.e., (a) an asset which has been identified as loss asset by the NBFC or by internal or external auditor or by the RBI during the inspection of the NBFC, to the extent it is not written off by the NBFC; and (b) an asset which is adversely affected by a potential threat of no recoverability due to either erosion in the value of security or non availability of security or due to any fraudulent act or omission on the part of the borrower.

An asset is classified as a non performing asset when: (a) an asset, in respect of which, interest has remained overdue for a period of six months or more; (b) a term loan inclusive of unpaid interest, when the instalment is overdue for a period of six months or more or on which interest amount remained overdue for a period of six months or more; (c) a demand or call loan, which remained overdue for a period of six months or more form the date of demand or call or on which interest amount remained overdue for a period of six months or more; (d) a bill which remains overdue for a period of six months or more; (e) the interest in respect of a debt or the income on receivables, under the head ‘other current assets’ in the nature of short term loans/ advances, which facility remained over due for a period of six months or more; (f) any dues on account of sale of assets or services rendered or reimbursement of expenses incurred, which remained overdue for a period of six months or more; (g) the lease rental and hire purchase installment, which has become overdue for a period of twelve months or more; (h) in respect of loan, advances and other credit facilities (including bills purchased and discounted), the balance outstanding under the credit facilities (including accrued interest) made available to the same borrower/ beneficiary when any of the above credit facilities become non performing asset; The Prudential Norms Directions also require every NBFC to make provisions against substandard assets, doubtful assets and loss assets, after taking into account the time lag between an accounts becoming non-performing, its recognition as such, the realization of the security and the erosion over time in the value of security charged. Such provisions are required to be made as provided below:

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Loans advances and other credit facilities including bills purchased and discounted. The provisioning requirement in respect of loans advances and other credit facilities including bills purchased and discounted is as under:

• Loss asset: The entire asset is required to be written off if the assets are permitted to remain in the books for any reason, 100 per cent of the outstanding should be provided for;

• Doubtful asset: (a) 100 per cent provision to the extent to which the advance is not covered by the realizable value of the security to which the NBFC has a valid recourse is required to be made. The realizable value is to be made estimated on a realistic basis; (b) In addition, to item a) above, depending on the period for which the asset has remained doubtful, provision to the extent of 20 per cent to 50 per cent of the secured portion (i.e., estimated realizable value of the outstanding) is required to be made as follows. Accordingly, if the asset has been considered doubtful for upto one year, provision to the extent of 20 per cent of the secured portion is required to be made; if the asset has been considered doubtful for one to three years, provision to the extent of 30 per cent of the secured portion is required to be made; and if the asset has been considered doubtful for more than three years, provision to the extent of 50 per cent of the secured portion is required to be made.

• Sub-standard asset: A general provision of 10 per cent of the total outstanding is required to be made.

Guidelines on Fair Practices Code The RBI has prescribed guidelines that should be framed and approved by the Board of Directors of all NBFCs. The guidelines, further, require that such code should be published and disseminated on the website of the NBFC. The guidelines include the following requirements, which should be adhered to by NBFCs: i. Inclusion of necessary information affecting the interest of the borrower in the loan application form. ii. Devising a mechanism to acknowledge receipt of loan applications and establishing a time frame within which such loan applications shall be disposed. iii. Conveying, in writing, to the borrower the loan sanctioned and terms thereof. The acceptance of terms should be kept in its record by the NBFC. They may invariably furnish a copy of the loan agreement along with a copy each of all enclosures quoted in the loan agreement to all the borrowers at the time of sanction / disbursement of loans.( RBI/2007-08/158 DNBS.PD/CC. No. / 03.10.042 /2007-08, dated October 10, 2007). iv. Giving notice to the borrower of any change in the terms and conditions and ensuring that changes are effected prospectively. v. Refraining from interfering in the affairs of the borrower except for the purposes provided in the terms and conditions of the loan agreement. vi. Not resorting to undue harassment in the matter of recovery of loans.

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vii. The Board of Directors of the NBFC should lay down the appropriate grievance redressal mechanism. Supervision by the RBI Under the provisions of the Reserve Bank of India (Non Banking Financial Companies) Returns Specifications 1997, every NBFC is required to submit certain returns containing specific information to the RBI on a quarterly, half yearly and on an annual basis, in the format prescribed by the RBI. Further under section 45N of the Reserve Bank of India Act, 1934, the RBI may cause an inspection to be made of any NBFC if it considers it necessary or expedient. KYC Obligations The RBI has extended the Know Your Customer (“KYC”) guidelines to NBFCs and advised all NBFCs to adopt the same with suitable modifications depending upon the activity undertaken by them and ensure that a proper policy framework on KYC and Anti-Money Laundering measures are put in place. The KYC policies are required to have the following key elements, namely, Customer acceptance policy, customer identification policy, ceiling and monitoring of cash transactions, guidelines and monitoring procedures, internal control systems, internal audit for inspection, record keeping and training of staff and management, adherence of KYC guidelines by the persons authorized by NBFCs including brokers/ agents, due diligence of persons authorized by NBFCs including brokers/ agents, customer service in terms of identifiable contact with persons authorized by NBFCs including brokers/ agents. The Prevention of Money Laundering Act, 2002 The PMLA Act, 2002 casts certain Obligations on Banking Companies, Financial Institutions and Intermediaries to take measures to prevent money laundering in the country. In accordance with the PMLA Act, 2002 and the rules made there under the Securities Exchange Board of India (SEBI) vide its circular ISD/CIR/RR/AML/1/ 06 dated January 18, 2006 has declared Guidelines on Anti Money Laundering Standards. These guidelines have been laid down to prevent intermediaries from being used, intentionally or unintentionally, by criminal elements for money laundering activities. As per these guidelines an intermediary has to prevent itself from being used intentionally or unintentionally, by criminal elements for money laundering activities. As per these guidelines the Company should know and understand its customers and their financial dealings better which in turn helps the Company and its customers to manage their risk prudently. Insider Trading Regulations The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time (“Insider Trading Regulations”) govern the law with respect to insider trading in India. The Insider Trading Regulations inter alia prohibit all insiders from dealing in securities of a listed company when the insider is in possession of unpublished price sensitive information (“UPSI”). It further prohibits an insider from communicating, counseling or procuring, directly or indirectly, any UPSI to any person who while in possession of such UPSI is likely to deal in such securities. Information is said to be price sensitive if it is likely to, directly or indirectly, materially affect the price of the securities of the company to which it relates. Under the Insider Trading Regulations, the concept of an “insider” is related to those of a connected person and a deemed connected person. A person is said to be connected to a

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company when he or she is a director, employee or officer in the company or stands in a professional or business relationship with the company and when he or she may reasonably be expected to have access to UPSI and includes inter alia market intermediaries, Merchant Bankers, share transfer agents, registrars to an issue, debenture trustees, brokers, Portfolio Managers, investment advisors. The Insider Trading Regulations further provide that all listed companies and organizations associated with the securities market including inter alia intermediaries as defined under the SEBI Act, asset management companies, trustees of mutual funds etc. should frame a code of internal procedures and conduct based on the Model Code of Conduct specified under the Insider Trading Regulations.

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SECTION VI - FINANCIAL INFORMATION

1. FINANCIAL INDEBTEDNESS

The Company has NIL outstanding unsecured borrowings as on 31st March, 2014.

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SECTION VI - FINANCIAL INFORMATION 2. STOCK MARKET DATA FOR OUR EQUITY SHARES

The Stock price at CSE was Rs.198.70 on 01.01.2013. The Equity Share of our Company has not bee traded on UPSE during the last three years from the date of this Information Memorandum.

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SECTION VII – OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as described below, there are no outstanding or pending litigation, suit, criminal or civil prosecution, proceeding or tax liabilities against our Company, directors or promoters that would have a material adverse effect on our business and there are no defaults, non payment or overdue of statutory dues, institutional/ bank dues or dues payable to holders of debentures, bonds and fixed deposits and arrears of preference shares (irrespective of whether they are specified under Part I of Schedule XIII of the Act), that would have a material adverse effect on our business: A. OUTSTANDING LITIGATION INVOLVING OUR COMPANY 1. Litigations filed against our Company There are no litigations filed against our Company. 2. Litigations filed by our Company There are no litigations filed by our Company. 3. Income Tax Proceedings There are no pending Income tax proceeding involving our Company except the following: Under Section 143(3) of the Income Tax Act, 1961 a sum of Rs.7,17,540/- for the assessment year 2010-11 has become payable by the Company as per the order of the Assessing Officer, ITO, Kolkata. An appeal has been filed by the Company to the Income Tax Appellate Tribunal against the aforesaid order and the decision is pending. B. OUTSTANDING LITIGATION INVOLVING OUR DIRECTORS 1. Litigations involving our Directors There are no litigations involving our Directors. 2. Litigations filed against the Promoters There are no litigations involving our Promoters. C. OUTSTANDING LITIGATION INVOLVING OUR PROMOTERS 1. Litigations filed against our Company There are no litigations filed against our Company. 2. Litigations filed by our Company There are no litigations filed by our Company. MATERIAL DEVELOPMENTS There have not arisen, since the date of the last financial statements disclosed in this Information Memorandum, any circumstances which materially and adversely affect or are likely to affect the performance and prospects of the Company in any manner.

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SECTION VIII - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION SHARE CAPITAL 5 (a) The Authorized Share Capital of the Company is Rs.18,67,00,000/- (Rupees Eighteen Crore Sixty Seven Lakhs only) divided into 1,86,70,000 (One Crore Eighty Six Lakh Seventy Thousand) equity shares of Rs.10/- (Rupees Ten) each. The Company has the power from time to time to increase or reduce its capital. Any of the said shares or any new share hereafter to be created may from time to time be divided into shares of several classes in such manner as may be provided hereinafter and the company may allow and so that the shares of each class may have or confer such preferred or other special rights and privileges and may be issued under such restrictions and conditions whether in regard to divided, voting, return of capital or otherwise shall have been assigned thereto by or under provisions of the Articles of Association but so that special right or privileges belonging to holders of any shares issued with preferred or other voting rights shall not be varied or abrogated or affected except with such sanction as is provided for hereinafter. (b) The Preference Shares if and when issued in accordance with the provisions of the law will confer upon the holder thereof the right to a fixed cumulative preferential dividend at such rate as the Directors may decide at the time ofissue on the Capital for the time being paid up thereon and the right in a winding up to payment of Capital and arrears of dividend in priority to the Equity Shares, but shall not confer any further right to participate in the profits or assets. REDEEMABLE PREFERENCE SHARES 6. Subject to the provisions of Section 80 of the Companies Act, the Company may issue Preference Shares which are, or at the option of the Company are liable to be redeemed on such terms and in such manner, as the Board may determine. ALLOTMENT OF SHARES 7. Subject to the provisions of these Articles, the shares shall be under the control of the Board who may allot or otherwise dispose of the same to such persons, on such terms and conditions, at such time, either at par or at a premium and for such consideration as the Board thinks fit. Provided that, where at any time it is proposed to increase the Subscribes Capital of the Company by the allotment of further shares, them subject to the provisions of Section 81 (1A) of the Act, the Board shall issue such shares in the manner set out in Section 87(1) of the Act, save the Board may determine whether or not any offer of shares made in such manner shall include a right exercisable by any person concerned to renounce all or any of the shares offered to him in favour of any other persons. 8. The Directors may allot and issue shares in the Capital of the Company as partly or fully paid in consideration of any property sold or goods transferred or machinery supplied or for services rendered to the Company in the conduct of its business and any shares which may be so allotted, may be issued as fully or partly paid up shares. 9. The shares in the Capital shall be numbered progressively according to their several denominations. 10. As regards all allotments made from time to time the Company shall duly comply with section 75 of the Act. 11. If any Company shall offer any of its shares to the public for subscription

(1) no allotment thereof shall be made, unless the amount stated in the prospectus as the minimum subscription has been subscribed, and the sum payable on application thereof has been paid to and received by the Company. (2) the amount payable on application on each share shall not be less than 5 percent of the nominal amount of share ; and (3) the Company shall comply with the provisions of sub-section (4) of Section 69 of the Act.

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12. The Company may exercise the powers of paying commission conferred by Section 76 of the Act provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the said section and the commission shall not exceed 5 per cent of the price at which any shares in respect whereof the same is paid, are issued or 2-1/2 per cent of the price at which any debentures are issued (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way or partly in the other. The Company may also on any issue of shares or debentures pay such brokerage as may be lawful. 13. With the previous authority of the Company in general meeting and the sanction of the Court and upon otherwise complying with Section 79 of the Act, the Board may issue at discount shares of a class already issued. 14. If, by the conditions of issue of any shares, the whole or part of the amount or issue price thereof shall be payable by installments, every such installment shall, when due, be paid to the Company, by the person, who for the time being shall be the registered holder of the shares or by his executor or administrator. 15. The joint-holders of a share shall be severally as well as jointly liable for the payment of all installments and calls due in respect of such share. 16. Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not except as ordered by a court of competent jurisdiction, or as by statute required, be bound to recognize any equitable or other claim to or interest in such share in the part of any other person. 17. Share may be registered in the name of any person, company or other body corporate. Not more than four persons shall be registered as joint-holders of any share. INCREASE AND REDUCTION OF CAPITAL 18. The Company in general meeting may, from time to time, by ordinary resolution increase the share capital by the creation of new shares by such sum, may be divided into shares of such amount as may be deemed expedient. 19. Subject to any special rights or privileges for the time being attached to any shares in the Capital of the Company then issued, the new shares may be issued upon such terms and conditions and with such preferential, qualified or such rights and privileges or condition thereto as the general meeting resolving upon the creation thereof, shall direct, and if no direction be given, the Board shall determine and in particular such shares may be issued with a preferential or qualified right to dividends and the distribution of assets of the company. 19A. Before the issue of any new shares, the Company in general meeting, may make provisions to the allotment and issue of the new shares and in particular may determine to whom the shares be offered in the first instance and whether at par or premium or subject to provisions of Section 79 of the Act at a discount. In default of any such provision or so far the same shall not extend, the new shares may be dealt with in conformity with the provisions of these Articles. 20. Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the creation of new shares shall be considered part of the then existing capital of the Company and shall be subject to the provisions herein contained with reference to the payment of dividends, calls and installments, transfer and transmission, forfeiture, lien, surrender and otherwise. 21. If, owing to any inequality in the number of new shares to be issued, and the number of shares held by members entitled to have the offer of such new shares, any difficulty arising in the allotment of such new shares, or any of them amongst the members such difficulty shall, in the absence of any direction in the resolution creating he shares for by the Company in general meeting, be determined by the Board.

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22. The Company, may, from time to time, by special resolution, reduce in any manner and with, and subject to, any incident Capital authorized and consent required by law (a) Its share capital; (b) Any Capital redemption reserve account or (c) Any share premium account. ALTERATION OF SHARE CAPITAL 23. The Company, by ordinary resolution may from time to time:

(a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.

(b) Sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum, so however, that in the sub-division the proportion between the amount paid and the amount if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share id derived.

(c) Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

24. Where any share capital is sub-divided, the Company in general meeting subject to the provisions of Sections 85, 87, 88 and 106 of the Act, may determine that, as between the holders of the shares resulting from such sub-division, one or more of such shares shall have some preferential or special rights as regards dividend, payment of capital, voting or otherwise. 25. Subject to the provisions of Section 100 to 105 (inclusive) of the Act, the Board may except from any member the surrender, on such terms and conditions as shall be agreed, of all or any of his shares. VARIATION OF SHAREHOLDER’S RIGHTS 26. If any time the share capital is divided into different classes of shares, all or any of the rights and privileges attached to any class (unless otherwise prohibited by the terms of issue of shares of that class) may, subject to the provision of Sections 106 and 107 of the Act whether or not the company being wound up, be modified, commuted, affected, abrogated, varied or dealt with by the consent in writing of the holders of three-fourth of the issued shares of that class, or with the sanction of special resolution passed at the separate meeting of the holders of the issued shares of that class. To every such separate meeting the provisions of these regulations relating to general meeting shall mututis apply but so that the necessary quorum shall be two persons at least holding or representing by proxy one third of the issued share of the class in question. This Articles is not by application to curtail the power of modification which the Company would have if this Article was omitted. The Company shall comply with the provisions of Section 192 of the Act as to forwarding copy of such agreement or resolution to the Register. SHARE CERTIFICATES 27. The certificate of title to shares, shall be issued within three months after allotment (or within such other period as the conditions of the issue shall provide). 28.. (1) Every person whose name is enetered as member in Register shall be entitled to receive within three months after allotment one certificate for all the shares registered in his name or if the Directors so approve to several certificates each for one or more of such shares.

(2) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid up thereon.

(3) In respect of any shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate to the first person named in the Register shall be sufficient delivery to all such holders.

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29. The certificate of shares registered in the names of two or more persons shall be delivered to the person first named in the Register. 30. If any certificate be old, decrepit, worn out, torn or defaced or where the cages on its reverse side for recording transfers have been duly utilized, than upon surrender thereof to the Company, the Board shall order the same to be cancelled and issue a new certificate in lieu thereof without any payment. If any certificate be lost or destroyed then upon proof of such loss or destruction of the satisfaction to the Board and on such indemnity and the payment of out of pocket expenses incurred by the Company in investigating evidence, as the Board thinks fit, a new certificate in lieu thereof shall be given to the person entitled to such lost or destroyed certificate on a fee of two rupees for each certificate or such smaller fee as the Board may determine. CALLS 31. The Board may, from time to time, subject to the terms on which any shares may have been issued, and subject to the provisions of Section 91 of the Act, made such calls as the Board thinks fit upon the members in respect of all moneys unpaid on the shares held by them respectively, and not by the conditions of allotments thereof made payable at fixed times, and each member shall pay the amount of every call so made on him to the persons and at the times and places appointed by the Board. Provided the option or right to make call on shares shall not be given to any person except with the sanction of the Company in general meeting. A call may be made payable by installment and shall be deemed to have been made at the time when the resolution of the Board authorizing such call was passed at the meeting of the Board. 32. No call shall exceed one-fourth of the nominal amount of a share, be made payable at less than one month from the payment of the last preceding call. Not less than fourteen days’ notice of any call shall be given specifying the time and place of payment and the person or persons to whom such call shall be paid. Provided that, before the time for payment of such call the Directors may, by notice in writing to the members, revoke the same or extend the time for payment thereof. 33. If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by installments at fixed times, whether on account of the nominal amount of the share or by way of premium every such amount or installment shall be payable as if it were a call duly made by the Board and of which due notice has been given, and all the provisions herein contained in respect of calls, forfeiture or otherwise shall relate to such amount or installments accordingly. 34. If the sum payable in respect of any call or installments be not paid on or before the day appointed for payment, the holder for the time being of the shares in respect of which the call shall have been made, or the installment shall be du, shall pay interest for the same at the rate of 12 per cent per annum from the day appointed for the payment thereof to the time of the actual payment or at such other rate as the Directors may determine. The Directors may in their absolute discretion waive the payment of interest, wholly, or in part, in the case of any person liable to pay such call or installment. 35. Subject to the provisions of the law of Evidence and procedure, on the trial or hearing of any action or suit brought by the Company against any shareholder or his representatives to recover any debt or money claimed to be due, the Company in respect of his shares, it shall be sufficient to prove that the name of the defendant is or was, when the claim arose on the Register of the Company as a holder or one of the holders, of the number of shares in respect of which such claim is made, and the amount claimed is not entered as paid in the books of the Company and it shall not be necessary to prove the appointment of the Directors who made any call nor that a quorum of Directors was present at the Board at which any call was made nor any other matter whatsoever, but the proof the matters aforesaid shall be conclusive evidence of the debt.

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36. The Board may, if it thinks fit, receive from any member willing to advance the same, and either the money or money’s worth, all or any part of the money due upon the shares held by him beyond the sums actually called for and upon the money so paid or satisfied in advance, or so much thereof as from time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate as determined by the Board from time to time, unless the Company in general meeting shall otherwise direct. The Directors may, at any time, repay the amount so advanced upon giving to such member one month’s notice in writing. The member shall not, however, be entitled to any voting rights or dividend in respect of the moneys so paid by him until the same would, but for such payment become presently payable. 37. No member shall be entitled to exercise any voting rights either personally or by proxy at any meeting of the Company in respect of any share registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has, and has exercised any right to lien. 38. A call may be revoked or postponed at the discretion of the Board. 39. The Directors may, from time to time, at their discretion extend the time fixed for the payment of any call and may extend such time as to all or any of the members who on account of residence at a distance or some other calls, may be deemed fairly entitled to such extension, but no matter shall, as a matter of right, be entitled to such extension (save as a matter of grace and favour). 40. Every member, his executors or administrators shall pay to the Company the proportion of the Capital represented by his share or shares which may, for the time being, remain unpaid thereon in such amount at such time or times and in such manner as the Directors shall, from time to time, in accordance with the Company’s regulations, require or fix for the payment thereof. FORFEITURE OF SHARES 41. If a member fails to pay any sum payable in respect of any call or any installment of a call on or before the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of the said call or installment remains unpaid, serve a notice on such member requiring payment of so much of the call or installment as is unpaid together with any interest which may have accrued and all expenses that may have been incurred by the Company by reason of such non payment. 42. The notice aforesaid shall name a further day, not being earlier than the expiry of fourteen days from the date of service of notice, on or before which the payment required by the notice, is to be made and a place at which such call or installment and such interest and expenses as aforesaid are to be paid. The notice shall state that in the event of non payment on or before the date so named, the shares in respect of which such call or installment was payable shall be liable to be forfeited. 43. If the requirements of any such notice as aforesaid are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before the payment of calls or installments, interest and expenses due in respect has been made, be forfeited by a resolution of the Board of that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. 44. When any share have been so forfeited, notice of the forfeiture shall be given to the member in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture with the date thereof, shall forthwith be made in the Register of members but no forfeiture shall in any manner be invalidated by any occasion or failure to give such notice or to make such entry as aforesaid.

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45. Any share so forfeited shall be deemed to be the property of the Company, and may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board thinks fit. 46. The Board may at any time before any share so forfeited shall have been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as it thinks fit. 47. (i) A person whose shares have been forfeited shall cease to be a member in respect of forfeited shares but shall notwithstanding forfeiture remain liable to pay and shall forthwith pay to the Company all calls, installments, interest and expenses owing upon or in respect of such shares at the time of forfeiture together with interest thereon from the time of forfeiture until payment thereof without any deduction or allowance for the value of the shares at the time of forfeiture. (ii) The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demand against the Company in respect of the shares and all other rights incidental to the shares except any such of those shares as by these Articles are expressly saved. 48. Subject to the provisions of the law of Evidence and Procedure, a duly verified declaration in writing that the declarant is a Director of the Company, and the certain shares in the Company have been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein started as against all persons claiming to be entitled to the share. Such declaration and the receipt of the Company for the consideration if any, given for the shares on the sale or disposition thereof shall constitute a good title to such shares, and the person to whom the shares are sold shall be registered as the holder of such share and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to such shares be effected by any irregularity or invalidity in the proceeding in reference to such forfeiture, sale or disposition. 49. The provisions of these regulation as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue a share become payable at a fixed time whether on account of the nominal value of the share or by way of premium, as it the same has been payable by virtue of a call duly made and notified. 50. When any shares under the powers on that behalf being contained are sold by the Directors and the certificate thereof has not been delivered to that Company by the former holder of the said shares the Directors may issue a new certificate for such shares distinguishing it in such a manner as they may think fit from the certificate not so delivered. 51. Neither the receipt by the Company of a portion of any money which shall, from time to time, be due to any member of the Company, in respect of his share, either by way of principal or interest, not any indulgence granted by the Company in respect of the payment of any such money shall preclude the Directors from thereafter proceeding to enforce a forfeiture of such share as provided in these regulations for non-payment of the whole or any balance due in respect of the shares COMPANY’S LIEN ON SHARES 52. The Company shall have a first and paramount lien upon all ( other than fully paid up shares ) registered in the name of each member ( whether solely or jointly with others ) and upon the proceeds of sale thereof for the amount of call interest, expenses in respect of the shares held by him and for his debts, liabilities, engagements and other monies whether solely or jointly with any other person, to or with the Company whether the period of the payments, fulfillment or discharge thereof shall have actually arrived or not and no equitable interest in any share shall be created upon the footing and condition that Clause 16 hereof shall have full effect and such lien shall extend to all dividends in respect of such shares. Unless other agreed the registration of a transfer of shares, shall operate as a waiver of the Company’s lien, if any, on such shares.

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53. For the purpose of enforcing such lien, the Board may sell the shares subject thereto in such manner as it thinks fit, but no sale shall be made unless a sum in respect of which the lien exists in presently payable and until notice in writing of the intention to sell shall have been served on such member his executor or administrator, committee, curator bonis or other legal representative as the case maybe, and default shall have been made by him or them in payment of the sum payable as aforesaid in respect of such share for fourteen days after the date of such notice. 54. The not proceeds of any such sale shall be received by the Company and after payment of the cost of such sale, be applied in or towards payment of such part of the amount, in respect of which the lien exists as is presently payable and the residue, if any, shall be subject to like lien for sums not presently payable as existed upon the shares before the sale, be paid to the person entitles to the share at the date of the sale. 55. Upon any sale after forfeiture or surrender or for enforcing a lien in purported exercise of the powers herein before conferred, the Board may appoint some person to execute and instrument of transfer the share sold and cause the purchaser’s name to be entered in the register in respect of share sold, and the purchaser shall not be bound to see to the regularity of the proceedings, nor to the application of the purchase money, and after his name has been entered into the Register in respect of such share the validity of the sale shall not be impeached by any person on any ground whatsoever, and the remedy of any person aggrieved by such sale shall be in damages only and against the Company exclusively. 56. Where any share has been sold by the Board pursuant to these Articles and the certificate in respect thereof has not been delivered to the Company by the former holder of such share the Board may issue a new certificate for such share distinguishing it in such a manner as it may think fit from the certificate no so delivered wherein any such case the certificate in respect of the share forfeited any / or sold is not delivered and new certificate for such share has been issued, the original certificate shall be treated as cancelled and no claim or title based on such certificate shall be binding on th Company. TRANSFER AND TRANSMISSION 57. Save as provided in Section 108 of the Act, no transfer of a share shall be registered unless a proper instrument duly stamped and executed by or on behalf of the transferor and by or on behalf of the Transferee and specifying the name, address and occupation of the Transferee has been delivered to the Company along with the certificate relating to the shares, or if no such certificate is in existence along with the letter of allotment of the shares, in accordance with the provisions of Section 108 of the Act. The transferor shall be deemed to remain a member in respect of such share until the name of the transferee is entered in the Register in respect thereof. Each signature to such transfer shall be duly attested by the signature of one such credible witness, who shall add his address and occupation.

Provided that, whereon an application in writing made to the Company by transferee and bearing the stamp required for an instrument of transfer, it is provided to the satisfaction of the Board that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee has been lost, the Company may register the transfer on such terms as to indemnity as the Board may think fit. 58. Application for the registration of transfer of a share may be made either by the transferee or the transferor, no registration shall, in the case of partly paid share, be affected unless the Company gives notice of the application to transferee in the manner prescribed by Section 110 of the Act and subject to the provisions of these Articles the Company shall, unless objection is made by the transferee within two weeks from the date of receipt of the notice, enter in the Register the name of transferee in the same manner and subject to the same conditions as if the application for registration of the transfer was made by the transferee. 59. The Board, without assigning any reason for such refusal may, subject to right of appeal conferred by Section 111, decline to register;

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a) the transfer of a share not being a fully paid share, to a person of whom it does not approve, or

b) any transfer of shares on which the company has a lien;

Provided that registration of transfer shall not be refused on the ground of transfer or being either alone or jointly with any other person indebted to the Company on any account whatsoever except a lien on the shares if the Directors decline to register any transfer, they shall give notice of such refusal to the transferee and the transferor as required by Section 111 of the Act. 60. Every instrument of transfer of shares shall be in the form prescribed under the Act or as near thereto as the circumstances may admit and shall be in accordance with the provisions of Section 108 of the Act, from time to time. 61. No fee may be charged for registration of transfer and transmission. 62. No fee shall be charged :-

a) for splitting up, sub division and consolidation of shares and debenture certificates and for splitting up and sub division of letters of Allotment and splitting, consolidation, renewal into denomination corresponding to the market units of trading as per Rules or Stock Exchange concerned

b) For sub-division of renunciation letters of rights. c) For issue of new certificates in replacement of those, which are old, the decrepit or worn

out or where the cages on the reverse for recording transfer have been fully utilized. d) For registration of any Power of Attorney, Probate of Will, letters of Administration or

similar other documents.

Provided that in case of splitting up and / or sub-division of shares other than the market units of trading as determined or as per prevailing rules of Stock Exchange concerned, a fee of Rs.2/- (Two) per share certificate may be charged. 63. Every instrument of transfer shall be left at the office of the Company for registration, accompanied by the certificate of the shares to be transferred or if there is no certificate, the letter of Allotment thereto and such evidence as the Board may require to prove the title of the transferor or his right to transfer the share. The Board may waive the production of any certificate upon evidence to them of its having lost or destruction. Every instrument of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Board may refuse to register shall be returned to the person depositing the same. 64. Subject to the Provisions of Section 154 of the Act, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine. Provided that, such registration shall not be suspended for more than thirty days at any one time or for more than forty-five fays in the aggregate in any year. 65. If the Board refuses, whether in Pursuance of the Article 59 or otherwise, to register the transfer of, or the transmission by operation of law of the right to any share, the Company shall, within two months from the date on which the instrument of transfer or the intimation of such transmission as the case may be was lodged with the Company, send to the transferee and the transferor or to the person giving intimation of such transmission as the case may be, notice of such refusal 66. The executors or administrators of a deceased member (not being one of several joint-holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such member and in case of the death of any one or more of the joint-holders of any registered shares, the survivors shall be the only persons recognized by the Company as having any title to or interest in such shares, but nothing herein contained shall be taken to release the estate of the deceased joint holder from any liability on shares held by him jointly with any other person. Before recognizing any executor or administrator, Board may

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require him to obtain a Grant of Probate or letters of Administration or other legal representation as the case may be from some competent court. Probate or letter of Administration or such other legal representation upon such terms as to indemnity or otherwise as the Board in its absolute discretion may consider necessary. 67. Any committee or guardian of a lunatic or infant member or any person becoming entitled to transfer share in consequence of the death or bankrupt, insolvency of any member upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article, or of the title as the Board thinks sufficient may with consent of the Board (which it shall not be under any obligation to give) be registered as the member in respect of such shares or may subject to the regulations as to transfer herein before contained, transfer, such shares. This Article is hereinafter referred to as ‘The Transmission Article’. 68. Any Director may retain the dividend payable upon shares to which any person becomes entitled Article 67 until such person or his transferee shall become a member in respect of shares. 69. a) If the person becoming entitled to a share under Article 67 shall elect to be register

as a member in respect of the share himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

b) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing an instrument of transfer of shares. c) All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfer as aforesaid as if the death, insanity, bankrupt or insolvency of the member had not accrued and the notice of transfer wore a transferred signed by that member.

70. A person so becoming entitled under the transmission articles to a share by reason of the death, lunacy, bankrupt or insolvency of a member shall, subject to the provisions of Article 106 or Section 206 of the Act, be entitled to the same dividends and other advantages to which he would be entitled if he was the member registered in respect of the share.

Provided that the Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the shares and if the notice is not compiled with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the shares until the requirements of the notice have been compiled with. 71. The Company shall incur no liability or responsibility whatever in consequence of its registering or to giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register) to the prejudice of the persons having or claiming any equitable right, title or interest to or in the paid shares notwithstanding that the Company may have had notice of such equitable right, title or interest or notice purporting to prohibit registration of such transfer, and may have entered such notice or referred thereto in any book of the Company and the Company shall not be bound or required to regard or attend or give effect to a notice which may be given to it of any equitable right or interest or be under any liability whatsoever for refusing or neglecting to do so, though it may have been entered or referred to in some books of the Company but the Company shall nevertheless be at liberty to regard or attend to any such notice any give effect thereto if the Director shall so think fit. 72. No transfer shall be made to an infant or person of unsound mind. SHARE WARRANTS TO BEARER 73. The company may issue share warrants subject to, and in accordance with the provisions of section 114 and 115 of the Act, and accordingly the Board may in its discretion, with respect to any share which is fully paid-up on application in writing signed by the person

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registered as holder of the share, and authenticated by such evidence (if any) and the Board may, from time to time required as to the identification of the person signing the application, and on receiving the certificates (if any) of the share, and the amount or stamp duty on the warrant and such fee as the Board may from time to time require, issue a share warrant. 74. (1) The bearer of a share warrant may at any time deposit the warrant at the office of

the Company, and so long as the warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the Company, and of attending and voting and exercising the other privileges of a member at any meeting held after the expiry of the two clear days from the time of deposit, as if his name were inserted in the Register as the holder of the shares included in the deposited warrant. (2) Not more than one person shall be recognized as depositor of the share warrant. (3) The Company shall, on seven days written notice, return the deposited share warrant to the depositor.

75. (1) Subject as herein otherwise provided, no person shall as bearer of a share warrant, sign a requisition for calling a meeting of the Company or attend, or vote or exercise any other privilege of a member at meeting of the Company, or be entitled to receive any notices from the Company. (2) The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if they were named in the Register of members as the holder of the shares included in the warrant, and he shall be a member of the Company.

76. The Board may from time to time, make rules as to the terms on which (if it shall think fit) a new share warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction. CONVERSION OF SHARE INTO STOCK 77. The Company may, by ordinary resolution:

(a) Convert any paid-up shares into stock; and (b) Re-convert any stock into paid-up shares of any denomination.

78. The holders of stock may transfer the same or any part thereof of in the same manner as, and subject to the same regulation, under which, the shares from which the stock arose might before the conversion have been transferred, or as near thereto a circumstances admit.

Provided that to Board may, from time to time fix the minimum amount of stock transferable, so however, that such minimum shall not exceed the nominal Amount of the shares from which the stock arose. 79. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meeting of the Company, and other matters, as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividend and profits of the Company and in the assets on winding up) shall be conferred that privilege or advantage. 80. Such of the regulations of the Company (other than those relating to share warrants) as are applicable to paid-up shares shall apply to stock and the words “Share” and “Shareholder” in those regulations shall include “stock’ and “stockholder’ respectively. BORROWING POWERS 81. The Directors may from time to time at their discretion raise or borrow any sum or sums of money for the purpose of the Company subject to the provisions of Section 292 and 370 of the Act and may secure payment or repayment of same in such manner and upon such terms and conditions in all respects as may be prescribed by the Board in particular by the creation of any

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mortgage, hypothecation, pledge or charge in and over the Company’s stocks, book debts and other movable properties. 82. The Directors may raise or secure the payment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit and in particular, by the issue of bonds, perpetual or redeemable debentures, or debenture- stock, or any mortgage, charge or other security on the undertaking of the whole or any part of the Company, both present and future, including its uncalled capital for the time being or by giving, accepting or endorsing on behalf of the Company any promissory notes, bills of exchange or other negotiable instruments and no debenture shall carry any voting rights whether generally or in respect of a particular class of shares of business. 83. If any uncalled capital of the Company be included in or charged by any mortgage or other security, the Board may, by instrument under the Company’s seal, delegate the power under section 292 of the Act to the person in whose favour such mortgage or security is executed or any other person in trust for him. 84. Any debentures, debenture-stock, bonds or other securities may be issued at a discount premium or otherwise and with any special privileges, as to redemption, surrender, drawings, allotment of shares, attending at General Meetings of Company, appointment of Directors and otherwise debenture, debentures-stocks, bonds or the securities may be made assignable free from any equities between the Company and the person to whom the same may be issued. 85. Save as provided in Section 108 of the Act, no transfer of debentures shall be registered unless a proper instrument of transfer duly stamped and executed by the transferor and transferee has been delivered to the Company together with the certificates of the debentures. 86. If the Board refuse to register the transfer of any debentures of the Company it shall be within two months from the date on which the instrument of transfer was lodged with the Company, send to the transferee and to the transferor notice of the refusal. 87. If any Director or any other person shall become personally liable for the payment of any some preliminary due from the Company, the Board may execute or cause to be executed any mortgage charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Director or person so becoming liable, as aforesaid, from any loss in respect of such liability. 88. The Directors may receive deposits on such terms and conditions and bearing interest at such rates as they may decide and fix and which may be made payable monthly, quarterly, half-yearly, subject to the notifications issued from time to time by the Department of Non-Banking Companies, Reserve Bank of India, if any. 89. The Company may subject to the provisions of Section 203 of the Act pay interest on so much of the share capital as is for the time being paid up as was issued for the purpose of raising money to defray the expenses of the construction of any work of building or the provision of any plant, which cannot be made profitable for a lengthy period. PROCEEDINGS AT GENERAL MEETINGS 90. In addition to any other meetings, a general meeting of the Company shall be held within such interval as one specified in Section 166 (1) of the Act and, subject to the provision of Section 166 (2) of the Act, at such times and places as may be determined by the Board. Each such general meeting shall be called an ‘Annual General Meeting’ and shall be specified as such in the notice convening the meeting. Any other meeting of the Company shall be called an Extra Ordinary General Meeting.

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91. The Board may, whenever it thinks fit, call an Extra Ordinary General Meeting. If at any time there are not within India Directors capable of acting who are sufficient in number to form a quorum, the directors present in India may call an Extra Ordinary General Meeting in the same manner and as nearly as possible as that in which such a meeting may be called by the Board. 92. The accidental omission to give notice of any meeting to or the non-receipt of any such notice by any of the members or other persons entitled to receive such notice shall not invalidate any resolution passed at any such meeting. 93. The Company shall comply with the provisions of Section 183 of the Act as to giving notice of resolutions and circulating statements on the requisition of members. 94. No business shall be transacted at a General Meeting of the Company unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided, five members present in person shall be the quorum for the meeting of the Company. 95. Any act or resolution which, under these Articles or the Act is permitted or required to be done or passed by the Company in General Meeting, shall be sufficiently so done or passed if affected by an ordinary resolution as defined in Section 189 (1) of the Act unless either the Act or the Articles specifically require such Act to be done or resolution to be passed by a specific majority or by special resolution as defined in Section 189 (2) of the Act. 96. The Chairman of the Board shall be entitled to take the chair at every General Meeting. If there be no such chairman on if at any meeting he shall not be present within fifteen minutes after the time appointed for holding such meeting on is unwilling to act, the members present shall choose another directors as chairman, and if no director be present or if all the director present decline to take the chair then the members present shall choose one of their member entitled to vote to be the chairman of the meeting. 97. If within half an hour from the time appointed for the meeting a quorum be not present, the meeting if convened upon the requisition of members shall be resolved, but in any other case it shall stand adjourned to the same day in the next week at the same time and place, and if at such adjourned meeting a quorum be not present, those members who are present not being less than two shall be a quorum and may transact the business for which the meeting was called. 98. Every question submitted to meeting shall be decided, in the first instance, by a show of hands and in the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote in addition to the vote to which he may be entitled as a member. A declaration by the Chairman that the resolution has on a show of hands been carried or carried unanimously or by particular majority or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without further proof. 99. The Chairman of a general meeting may adjourn the same from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 100. At any General Meeting unless a poll is (before or on the declaration of the result of the voting on any voting on any resolution and on the show of hands) demanded by the Chairman of by at least five members present in person or by proxy or by any member or members present in person or by proxy and having not less than one-tenth of total voting powers in respect of the

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resolution or by any member or members present in person or by proxy and holding shares in the Company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid-up which is not less than one-tenth of the total sum paid-up on all the shares conferring that right, a declaration by the Chairman that a resolution has been carried unanimously or by a particular majority or lost or not carried by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of the meeting of the Company shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour or against the resolution.

101. (a) If a poll is demanded as aforesaid it shall be taken forthwith on a question of adjournment or election of a Chairman of the meeting. (b) The demand for a poll may be withdrawn at any time by the person or persons who made the demand. (c) Where a poll is to be taken, the Chairman of the meeting shall appoint ‘two scrutineers, at least one of whom shall be a member (not being an officer employee of the Company) present at the meeting, provided such a member is available, and willing to be appointed, to scrutinize the votes given on the poll and to report thereon to him. (d) The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken. On poll a member entitled to more than one vote or his proxy or other persons entitled to vote for him, as the case may be, need not, if he votes, use all his votes or caste in the same way all the votes houses. (e) The demand for a poll shall not prevent the meeting from transacting any business other than the business in respect of which a poll has been demanded. VOTES OF MEMBERS 102. Subject to any rights or restrictions for the time being attached to any class or classes of shares (a) On a show of hands, every member present in person, shall have one vote; and (b) On a poll, the voting rights of members shall be as laid down in Section 87 of the Act. 103. Except as conferred by Section 87 of the Act the holders of Preference Shares shall have no voting rights. Where the holder of any preference share has a right to vote on any resolution in accordance with the provision of sub-section 2 of the Section 87 of the Act, his voting right on a poll as the holder of such share shall subject to the provision of Section 89 and sub-section (2) of Section 92 of the Act be in the same proportion as the Capital paid up in respect of the preference share bears to the total paid-up equity capital of the Company. 104. Where a company or body corporate (hereinafter called ‘member Company’) is a member of the Company a person duly appointed by resolution in accordance with Section 187 of the Act to represent such member Company at a meeting of the Company, shall not by reason of such appointment, be deemed to be a proxy, and the production at the meeting of a copy of such resolution duly signed by the one Director of such member company and certified by him as a true copy of the resolution shall, on production at the meeting be accepted by the Company as sufficient evidence of the validity of his appointment. Such a person shall be entitled to exercise the same rights and powers, including the right to vote by proxy on behalf of the member Company or body corporate which he represents, as that member Company or body corporate could exercise if it were an individual member. 105. Where there are joint registered holders of any shares any one of such person may vote at any meeting either personally or by proxy in respect of such share as if he were solely entitled

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thereto and if more than one of such joint-holders be present at any meeting either personally or by proxy than one of the said persons so present whose name stands first in the Register in respect of such shares shall alone entitled to vote in respect thereof. Several executors or administrator of a deceased member in whose name any share stands shall for the purpose of this Article be deemed joint-holders thereof. 106. Any person entitled under the Transmission Article 67 to transfer any shares may vote at any General Meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight hours at least before the time holding the meeting or adjourned meeting, as the case may be, at which he proposes to vote he shall satisfy the Directors of the right transfer such shares, or the Director shall have previously admitted his right to vote at such meeting in respect thereof. If any member be a lunatic, idiot or non-conposmentis he may vote whether on a show of hand or a poll by his committee, curator banis or other legal curator and such last mentioned persons may give their votes by proxy by poll. If any member is a minor, the vote in respect of his share may be given by his guardian. If more than one person claim to exercise the right of vote under this clause, the Chairman of the meeting may elect in his absolute discretion any one person and will accept his vote. 107. No member not present in person shall be entitled to vote on a show of hands, unless such members is company or corporation present by proxy or by representative duly authorized under Section 187 of the Act, in which case such proxy or representative may vote on the show of hands as if he were a member of the Company. 108. On a poll, votes may be given either personally or by proxy or in the case of a company, by a representative duly authorized as aforesaid. 109. Any member of a Company entitled to attend and vote at meeting of the Company shall be entitled to appoint another person (whether a member or not), as his proxy to attend and vote instead of himself but the proxy so appointed shall not have any right to speak at the meeting and shall not be entitled to vote except on a poll. 110. The instrument of appointing a proxy shall be in writing, under the hand of the appointer or his attorney duly authorized in writing or, if such appointer is a body corporate under its common seal or the hand of its attorney duly authorized. A proxy who is appointed for a specified meeting only shall be called a special proxy. Any other proxy, shall be called a general proxy. 111. The instrument appointing a proxy and the Power of Attorney of other authority (if any) under which it is signed or a notarial certified copy of that power or authority, shall be deposited at the office not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treaded as valid. 112. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the instrument or transfer of the shares in respect of which the vote is given, provided no intimation in writing of the death, insanity revocation or transfer shall have been received by the Company at the office before the meeting provided nevertheless, that the Chairman of any meeting shall be entitled to require such evidence as he may in his discretion think fit of the due execution of an instrument of proxy and that the same has not been revoked. 113. Every instrument appointing a special proxy shall as nearly as circumstances admit, be in any of the forms as set out in Schedule IX to the Act. 114. No member shall be entitled to exercise any voting rights, either personally or by proxy, at any meeting of the Company in respect of any shares registered in his name on which any calls

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or other sums presently payable by him have not been paid or in regard to which the Company has, and has exercised any right of lien. 115. (1) Any objection to the admission or rejection of a vote, on a show of hands or on a poll made in due time shall be referred to the meeting who shall forthwith determine the same and such decision shall be final and conclusive. (2) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given, or tendered and every vote not disallowed to such meeting shall be valid for all purposes. DIRECTORS 116. Until otherwise determined by the Company in General Meeting, the number of Directors of the Company shall not be less than three and not more than twelve. 117. The first Directors of the Company are: 1. SRI SURESH KUMAR DHANUKA 2. SM. BELA DEVI KHAITAN 3. SRI PRAMOD KUMAR JALAN 118. Subject to the approval of the Government under the provisions of Section 268 of the Act (a) While any money remains due by the Company under or by virtue of any mortgage, hypothecation, pledge or otherwise or underwriting agreements executed by the Company in favour of the Government Central and or State and or of the Industrial Finance Corporation of India, Industrial Development Bank if India, Industrial Credit Corporation, Life Insurance Corporation of India or any other corporation sponsored by the Government, Central or State, and so long as the loan and or guarantee given by said Government / Corporation in respect of financial commitments of the Company remain outstanding the said corporations shall be entitled to appoint from time to time any person or persons to be their nominees as Directors of the Company. The Directors so appointed shall have the same powers and privileges as other Directors of the Company. Such Directors appointed by the Government / Corporation shall not be required to possess any share qualification and the provisions of Articles of Association as to retirement of Director shall not apply to them. The said Director shall hold office at the pleasure of the said Corporation who shall have the full power to remove all or any of the Directors appointed by them under this Article and to appoint any other or others in his or their place as and when they shall deem it necessary. Such appointment or removal shall be by notice in writing to the Company. (b) Any trust deed for securing the debentures or stocks may if so arranged, provide for the appointment from time to time by the trustees thereof by the holders of the debentures or debenture stocks of some persons to be Director of the Company and may empower such trustees or holder of debentures or debenture stocks from time to time to remove any Director so appointed. The Director appointed under this Article is herein referred to as ‘The Debenture Director’ and the term “Debenture Director” means the Director for the time being in office under this Article. The Debenture Director shall not be bound to hold any qualification shares and shall not be liable to retire by rotation or removed by the Company. The Trust Deed may contain such ancillary provisions as may be arranged between the Company and the Trustees and all such provisions shall have effect notwithstanding any other provisions herein contained. 119. Not less than two-third of the total number of Directors of the Company shall:

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(a) be persons whose period of office is liable to determination by retirement of Directors by rotation and (b) Save as otherwise expressly provided in the Act, be appointed by the Company in General Meeting. 120. The Company in the General Meeting may subject to provisions of Article 116 and Section 259 of the Act by ordinary resolution increase or reduce the number of its Directors. 121. The Directors shall have power at any time and from time to time to appoint any other person as a Director either to fill up a casual vacancy or as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum number fixed by the Articles. Any Director so appointed shall hold office only until the conclusive of the next following Annual General Meeting of the Company but shall be eligible for re-election at such meeting. 122. Subject to the provisions of Section 313 of the Act or any statutory modifications thereof, the Board shall have power to appoint any person to act as alternate director for a director during the latter’s absence for a period of not less than three months from the State in which meetings of the Directors are ordinarily held and such appointment shall have effect and such appointee, whilst he holds office as an alternate director, shall be entitled to notice of meetings of the Board and to attend and note thereat accordingly; but he shall not require any qualification and shall “ipso facto” vacate office if and when the absent Director returns to the State in which meetings of the Directors are ordinarily held or the absent Director vacates office as a director. 123. A director need not hold any shares in the Company in his name as his qualification, but nevertheless shall be entitled to attend, speak and preside at any general meeting of the Company and at any separate meeting of the holders of any class of shares in the Company. 124. Unless otherwise determined by the Company in General Meeting, each Director, other than the whole time paid Directors, shall be paid Rs.250/- or (as may be decided by Board from time to time) for each meeting of the Board of Director or a Committee thereof attended by him. The Directors may also be paid all the expenses as decided by the Board from time to time in attending of the Board or Committee of Board. 125. In addition to the remuneration payable to the Directors under Article 124 thereof, the Directors may be paid all reasonable traveling, hotel and other expenses in attending and returning from the meetings of the Board of Directors or any Committee thereof or in connection with the business of the Company. 126. Subject to Sections 198, 301, 310 and 314 of the Act, if any Director or Directors being willing shall be called upon to perform extra service or make any special exertion in going and residing outside the office for any of the purpose of the Company or giving special attention to the business of the Company, the board may remunerate such Director either by fixed sum or by a percentage of profit or otherwise and such remuneration may be either in addition to or substitution for any remuneration to which he may be ordinarily entitled. 127. The continuing Directors may act notwithstanding any vacancy in the Board but, if and so long as their number is reduced below the quorum fixed by these presents for a meeting of the Board, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that fixed for the quorum, or of summoning of general meeting of the Company, but for no other purpose. 128. (1) The office of a Director shall ‘ipso facto’ become vacant if: (a) he is found to be of unsound mind by a Court of competent jurisdiction; or

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(b) he applies to be adjudicated as an insolvent, or (c) he is adjudged an insolvent; or (d) he is convicted by a Court of an offence involving moral turpitude and sentenced in respect thereof to imprisonment of not less than six months; or (e) he fails to pay any calls in respect of shares in the Company held by him whether alone or jointly with others within six months from the last date fixed for the payment of the call unless the Central Government has by notification in the Official Gazette, removed the disqualification incurred by such failure; or, (f) he absents himself from three consecutive meetings of the Board or from all meetings of the Board for a continuous period of three months, whichever is longer, without obtaining leave of absence from the Board; or (g) he (whether by himself or by any person for his benefit of his account) or any firm of which he is a partner, or any private company of which he is a director, accepts a loan or any guarantee or security for a loan from the Company in contravention of Section 295 of the Act; or (h) he acts in Act; or contravention of Section 299 of the Act; or (i) he becomes disqualified by an order of the Court under Section 203 of the Act; or (j) he is removed in pursuance of Section 284 of the Act: or (k) having been appointed a Director by virtue of his holding any office or other employment in the Company he ceases to hold such office or other employment iu the Company, or (l) by notice in writing to the Company he resigns his office; or (m) any office or place of profit under the Company or any subsidiary of the Company is held in contravention of the provision of sub section (1) of Section 314 of the Actand by operation of that Section he is deemed to vacate office. (2) Notwithstanding anything in clause (c), (d), and (i) the disqualification referred to in those clauses shall not take effect: (a) for thirty days from date of the adjudication or sentence; (b) where any appeal or petition is preferred within the thirty days aforesaid against the adjudication, sentence or conviction resulting in the sentence, until the expiry of seven days from the date on which such appeal or petition is disposed of; or (c) where within seven days aforesaid, any further appeal or petition is preferred in respect of the adjudication, sentence or conviction, and the appeal or petition, if allowed, would result in the removal of the disqualification, until such further appeal or petition is disposed of. 129. A Director of the Company may be or become Director of any Company promoted by this Company or in which it may be interested as vendor, shareholder or otherwise, and no such directors shall be accountable for any benefits received as Director or Member of such Company.

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130. Subject to the provisions of Sections 297, 299 to 301 of the Act, a director shall not be disqualified from contracting with the company either as vendor, purchaser or otherwise for goods, materials or services or for underwriting the subscription of any shares in or debentures of the Company nor shall any such contract or arrangement entered into by or on behalf of the Company with a relative of such director, or a firm in which such director or relative is a partner or which any other partner is such firm or with a private company of which such director is a member or director be void, nor shall any director so contracting, or being such member so interested be liable to account to the Company for any profit realized by such contract or arrangement by reason of such director holding that office or of the fiduciary relation thereby established.

APPOINTMENT, REMOVAL & ROTATION OF DIRECTORS 131 (a) At an Annual General Meeting at which a director retires by rotation the Company may fill up the vacancy by appointing the retiring director or some other person thereto. If the place of the retiring director is not so filed and the meeting has not expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday, till the next succeeding day which is not a public holiday, at the same time and place. (b) If at the adjourned meeting also the of the retiring director is not filed up and that meeting also has not expressly resolved not to fill up the vacancy, the retiring director shall be deemed to have been re-appointed at the adjourned meeting, unless; (i) at that meeting or at the previous meeting, a resolution for the re-appointment of such director has been put and lost; or (ii) the retiring director has, by a notice in writing, addressed to the Company or the Board, expressed his unwillingness to be so appointed; or (iii) he is not qualified appointment; or (iv) a resolution, whether special or ordinary is required for his appointment or re-appointment in virtue of any provision of the Act; or (v) the provision to sub-section (2) of Section 263 of the Act is applicable to the case.

132. The Company may, subject to the provisions of Section 248 of the Act by ordinary resolution of which special notice according to Section 190 of the Act has been given, remove any Director before the expiry of his period of office and may by ordinary resolution of which special notice has been given, appoint another person in his stead. A director so appointed shall hold office until the date upto which his predecessor would have held office if he had not been so removed. If the vacancy created by the removal of the Director under the provisions of this Article is not so filed by the meeting at which he is removed the Board may at any time thereafter fill such vacancy under the provisions of Article 133.

133. If the office of any Director appointed by the Company in General Meeting is vacated before his term of office will expire, in the normal course, the resulting vacancy may be filled by the Board , but any person so appointed shall hold office only upto the date upto which the Director in whose place he is appointed would have held office if it had not been so vacated, provided that the Board shall not fill such a vacancy by appointing thereto any ‘person who has been removed from the office of Director under Article 132.

134. (a) At every Annual General Meeting one-third of such Director for the time being as are liable to retire by rotation or, if their number is not three or a multiple of three, then the member nearest to one-third shall retire from office. The retiring Director shall retain his office

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until dissolution of the meeting at which his successor is elected. An ex-officio Director shall not be liable to retire by rotation within the meaning of this Article.

(b) The Directors to retire is every year shall be those who have been longest in office since their last election, but as between person who become Directors on the same day those to retire shall unless they otherwise agree amongst themselves, be determined by lot.

135. A retiring Director shall be eligible for re-election.

136. No person not being a retiring Director shall be eligible for election to the office of Director at any General Meeting, unless he or some other member intending to propose his has, not less than fourteen days and not more than two months before the meeting left at the office a notice in writing duly signed, signifying his candidature for the office of Director or the intention of such member to propose him as a candidate for that office, as the case may be.

PROCEEDINGS OF DIRECTORS

137 (a) The Directors may meet together for dispatch of business, and may adjourn and otherwise regulate their meetings and proceedings as they think fit. (b) The Chairman, Director or any officer authorized by the Directors may call a meeting of the Board of Directors. (c) Subject to the provision of Sections 316, 372 (5) and 386 of the Act, arising at any meeting shall be decided by majority of votes and in case of any equality of votes the chairman shall have second or casting cote. 138. (a) Notice of every meeting of the Board or a Committee thereof shall ordinarily be given in writing to every Director for the time being at his usual address. b) It shall not be necessary to give notice of a meeting of Directors to any Director for the time being away from India. 139. (a) A quorum for the meeting of the Board of Directors shall be one-third of its total strength (any fraction contained in that one-third being rounded off as one) or two Directors whichever is higher. Provided that where at any time the number of interested Directors exceed or is equal to two-thirds of the total strength, the number of remaining Directors that is to say the number of Directors who are not interested, present at the meeting being not less than two shall be the quorum during such time. (b) If a quorum shall not be present within fifteen minutes from the time appointed for holding a meeting of the Board, it shall be adjourned until such date and time as the Chairman shall appoint.

140. The Chairman may and on the requisition of a Director shall at any time, summon a meeting of the Board.

141. The Directors may choose some one of their number to be Chairman and the Director so chose shall continue as Chairman until otherwise determined by the Board, if at any meeting of the Board the Chairman be not present within five minutes after the time appointed for holding the same the Directors present shall choose some one in number to be Chairman of such meeting.

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142. A meeting of Board at which quorum is present shall be competent to exercise all any of the authorities, power or discretion by or under the Articles or the Act for the time being vested in or exercisable by the Board. 143. Subject to the provisions of Section 292 of the Act, the Board may from time to time delegate any of its powers to Committee consisting of such member or members of their body, managers and other officers of the Company as it may think fit, and may from time to time revoke such delegation. Any committee so formed shall, in exercise of the powers so delegated, conform to any regulations that may from time to time be imposed upon it by the Board. The meetings and proceedings of any such committee, consisting of two or more members shall be governed by the provisions hereinafter contained regulating the meeting and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulations made by, the Directors under this clause. 144. All acts done at any meeting of the Directors or of a committee or by any person acting as a Director, shall notwithstanding that it may afterwards be discovered that there was some defect in the appointment of such Directors or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Director or person had been duly appointed and was qualified to be a Director or a member of a Committee. 145. Save for the purpose of Sections 262, 292, 297, 316, 372 (5) and 386 of the Act a resolution shall be as valid and effectual as if it had been passed at a Meeting of Directors or of the Committee thereof duly called and constituted if it is circulated in draft together with the necessary papers, if any to all the Directors or to all the members of the Committee, then in India (not being less in number than the quorum fixed for the meeting of the Board or Committee, as the case may be) and to all other Directors or members at their usual address in India and has been approved by such of the Directors or members as are then in India or by a majority of such of them as are entitled to vote on the resolution. POWERS OF THE BOARD 146. Subject to the provisions of the Act, control of the Company shall be vested in the Board, who shall be entitled to exercise all such powers and to do all such acts and things as the Company is authorized to exercise and do; provided that the Board shall not exercise any power or do any act or thing which is directed or required whether by the Act or any other Statute or by the Memorandum of the Company or by these Articles or otherwise, to be exercised or done by the Company in General Meeting. Provider further, that in exercising any such powers or doing any such act or things, the shall be subject to the provisions in that behalf contained in the Act or any other Statute, or in the Memorandum of Association of the Company or in these Articles, or in any regulations made by the Company in General Meeting shall invalidate any prior act of the Director which would have been valid if that regulation has not been made. 147. The Company may exercise the powers conferred on it by sections 157 and 158 of the Act with regard to keeping of foreign Register; and the Board may (subject to the provisions of those sections) made and vary such regulations as it may think fit in respect of keeping any such register. 148. Every debenture or other instrument issued by the Company for securing the payment of the money may be so framed that the moneys thereby secured shall be assigned free from any equities between the Company and the person to whom the same may be issued. Any debentures, debenture-stock, bonds or other instruments or securities may be issued at a discount, premium or otherwise and may issued on a condition that they shall be conversable into any shares of any denomination, and with any special privileges as to redemption, surrender, drawing and allotment of shares or otherwise, provided that the debentures with right to conversion into or allotment of shares shall not be issued without consent of the Company in General Meeting.

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149. The Directors mat at any time pay or agree to pay commission to any person in consideration of the subscribing under-writing or agreeing to subscribe or underwrite (whether absolutely or conditionally) any debentures of the Company, but so that if the commission shall be paid or be payable out of the capital the statutory conditions and requirements shall be observed and complied with and the commission shall not exceed two and a half per cent of the face value of the debentures. 150. All cheques, promissory notes, drafts, hundies, bills of exchange and other negotiable instruments and all receipts for the moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by the Managing Director or by such person and in such manner as the Board shall from time to time by resolution determine. 151. The Board may make such arrangements as may be thought fit for the management of the Company’s affairs abroad and may for this purpose (without prejudice to the generality of their powers) appoint local boards, and agents and fix their remuneration, and delegate to them such powers as may be deemed requisite or expedient. The foreign seal be affixed by the authority and in the presence of any instruments sealed therein shall be signed by such persons as the Board shall from time to time by writing under the seal appoint. The Company may also exercise the powers of keeping Foreign Register. 152. Without prejudice to the General powers conferred by these presents but, subject, however to Sections 292, 293, 294, 295, 297, and 314 of the Act it is hereby expressly declared that the Directors shall have the following powers that is: (1) To pay the costs, charges, preliminary and incidental to the promotion, formation, establishment and registration of the Company. (2) To pay for any property, rights, privileges acquired by or services rendered to the Company either wholly or partially in cash or in shares, bonds, debentures or other securities of the Company and any such shares may be issued either as fully paid up or such amount credited as paid up thereon as may be agreed upon, and any such bonds, debentures or other securities may be either specifically charged upon all or any part of the property of the Company and its uncalled capital or not so charged. (3) To purchase or otherwise acquire for the Company any property, rights or privileges which the Company is authorized to acquire at such price and generally on such terms and conditions as they think fit. (4) To secure the fulfillment of any contracts or engagements entered into by the Company by mortgage or charge of all or any of the property of the Company or in such other manner as they think fit. (5) To appoint and at their discretion remove or suspend such managers, secretaries, experts and other officers, clerks, agents and servants for permanent, temporary or special services as they may from time to time think fit and determine their powers and duties and fix their salaries of emoluments and to require security in such instances and to such amount as they think fit. (6) To appoint any person (whether incorporated or not) to accept and to hold in trust for the Company and property belonging to the Company or in which it is interested or for any other purposes and to execute and do all such deeds and things as may be requisite in relation to any such trust and to provide for the remuneration of such trustee or trustees. (7) To institute, conduct, defend, compound, refer to arbitration or abandon any legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also to compound and allow time for payment in satisfaction of any debts, dues and of any claims or demands by or against the Company and act on behalf of the Company in

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all matters to bankrupts and insolvents and apply and obtain letters of administration, provided that the Board shall not except with the consent of the general meeting remit or give time for the repayment of any debt due by a Directors. (8) To refer any claims or demands by or against the Company or to enter into any contract or agreement for reference to arbitration and to observe, enforce, perform, compound or challenge such awards and to take proceedings for the reversal of the same. (9) To make and give receipts, releases and other discharges for money payable to the Company and for the claims and demands of the Company. (10) To act as trustees in composition of the Company’s debtors. (11) To make, vary and repeal bye-laws for regulation of business of the Company and the duties of officers and servants. (12) Subject to the provisions of the Act and in particular subject to Sections 309 and 310 of the Act, to give a Director of any officer or any other person whether employed or not by the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company, and such commission or share of profit shall be treated as part of the working expenses of the Company. (13) At any time and from time to time by power of attorney under the seal of the Company, to appoint any person or persons to be the attorney of the Company in India or abroad for such purposes and with such powers, authorities and discretion and for such period and subject to such conditions as the Directors may from time to time think fit; and every such appointment shall be made in favour of any Company, or the members, directors, nominees or managers of any company or firm or otherwise in favour of fluctuating body of persons whether nominated directly or indirectly by the Directors and any such power of attorney may contain such, powers enabling any such delegates or attorneys as aforesaid sub-delegate all or any of the powers, authorities and discretion for the time being vested in them. (14) With the sanction of the Board to execute in the name and on behalf of the Company, in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of such mortgages of the Companies property (present and future) as they think fit and any such mortgage may contain a power of sale and any such powers, convenient and provisions shall be agreed upon or other agreements as may be thought fit. (15) In conformity with Section 293 (1) (c) and 372 of the Act to invest and deal with any of the moneys of the Company in such manner as they think fit and from time to time vary or realize such investments. (16) To enter into all such negotiations and contracts, rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purpose of the Company. (17) To act jointly or severally in all or any of the powers conferred on them. (18) To comply with the requirements of the Act or any other local law which in their opinion shall, in the interests of the Company be necessary or expedient to comply with. (19) To delegate all or any of the powers, authorizes and discretions for the time being vested in them and in particular from time to time to provide by the appointment of an or attorneys for

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the management and transaction of the affairs of the Company in any specified locality in such manner as they think fit. (20) To provide for the welfare of employees or ex-employees of the Company and the wives, widows and families of the dependants or connections of such persons by building of houses dwelling or chawls or by grant of moneys, pensions, allowances, bonuses, or other payment or by creating and from time to time subscribing or contributing to provident fund and other associations, institutions, funds or trusts and by providing or subscribing or contributing towards places of instructions, recreations, hospitals and dispensaries and all other kinds of medical relief. (21) Subject to Section 293 (1) (e) of the Act to subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, national, social, scientific, literary, educational, medical or other institutions the objects of which shall have any moral or other claim for support or aid by the Company either by reason of locality or operation or of public and general utility or otherwise. (22) To open and deal with the current accounts, overdraft accounts with any Bank or banks for carrying on business of the Company. (23) Subject to Section 293 (1) (a) of the Act to sell or dispose any of properties of the Company to any person in consideration of cash payment in lump sum or by installment or in return for any other service rendered to the Company. (24) To get insured any or all the properties of the Company and any or all the employees and their dependents against any or all risks. (25) To appoint and nominate any person or persons to act as proxy or proxies for the purpose of attending and voting on behalf of the Company at a meeting of any Company or association. (26) Subject to Section 294 of the Act to appoint purchasing and selling agents for the purchase and the sale of Company’s requirement and products respectively. (27) Subject to Section 293 (1) (e) of the Act to give away in charity moneys received from any sources whatever or from any assets of the Company for any charitable purposes. (28) Before declaring any dividend to set aside such portion of the profit of the Company as they think fit, to form a fund to provide for the pension, gratuities or compensation or create a provident fund or benefit fund in such manner as the Directors deem fit. (29) To realize, compound or allow time for the payments or satisfaction of any debts due to or by the Company and any claims or demands by or against the Company to arbitration and observe and perform the awards. (30) To borrow or raise or secure the payment of money in such manner as the Company shall think fit and in particular by the issue of debentures or debenture-stock, perpetual or otherwise, charged upon all or any of the Company’s property (both present and future) including its uncalled capital and to purchase, redeem or pay off any such securities. LOCAL MANAGEMENT 153. The Directors may from time to time provide for the ‘management’ and transaction of the affairs of the Company in any specified locality whether at home or abroad in such manner as they think fit, and the provisions contained in the three next following Articles shall be without

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prejudice to the general powers conferred by this Article but subject to the provisions of Sections 292 to 297 of the Act. 154. The Directors from time to time, and at any time may establish any local offices or agencies for managing any of the affairs of the Company in any such specified locality and may appoint any persons to be members of such local offices or any managers or agents, and may fix their remuneration. And the Directors from time to time, and at any time may subject to the provisions of Sections 292 to 297 of the Act delegate to any person so appointed any of the powers and authorities and discretion for the time being vested in them any may authorize the members for time being of any such local offices or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation. 155. The Director may at any time and from time to time by powers of attorney under the Company’s seal, appoint any person to be the attorneys of the Company for such purposes and subject to provisions of Sections 292 to 297 of the Act with such powers, authorities and discretion not exceeding those vested in or exercisable by the Directors under these presence and for such period and subject to such conditions as the Directors may from time to time think fit, and any such appointment may, if the Directors think fit be ,made in favour of the members or of any company, or of the members, directors, nominees, or managers of the Company or firm or in favour of any fluctuating body persons, whether nominated directly or indirectly by the directors, and any such powers of attorney may contain such provisions for the protection or conveniences of persons dealing with such attorney as the directors think fit. 156. Any such delegates or attorneys aforesaid may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretion for the time being vested in them. MANAGING / WHOLE TIME DIRECTORS 157. The Company by ordinary resolution or the directors may, subject to the provisions of Section 268 and 269 of the Act, from time to time appoint one or more of the Directors to be Managing Director or Managing Directors or other whole time Directors of Company for a term not exceeding five years at a time and may from time to time subject to the provisions of any contract between him or them and the Company remove or dismiss him or them from office and appoint another or others in his place or places. 158. A Managing or whole time Director shall not, while he continues to hold that office be subject to retirement by rotation, and he shall not be reckoned as a Director for the purpose of determining the rotation of retirement of Director or in fixing the number of directors to retire, but subject to the provisions of any contract between him and the Company he shall be subject to provisions as to resignation and removal as the directors of the Company and he shall ‘ipso facto’ and immediately, cease to be a Managing Director or whole time director if he ceases to be a director from any cause. 159. Subject to the provisions of Sections 309, 310 and 311 of the Act, a Managing Director or whole time director shall, in addition to the usual remuneration payable to him as Director of the Company under these Articles, receive such additional remuneration as may from time to time be sanctioned by the Company and may be by way of fixed salary or a specified percentage of the net profits of the Company or both provided that such percentage shall not exceed five percent for any one Managing or whole time Director and ten percent for all of them together. 160. The Directors may, subject to the provisions of Sections 291 to 297 of the Act, from time to time entrust to and confer upon a Managing Director or whole-time Directors for the time being such of the powers exercisable under these presents by the Directors as they may think fit, and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions, and with such restrictions as they think expedient and they

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may confer such powers either collaterally with or to the exclusion of, and substitution for all or any of the powers of Directors in that behalf and may from time to time revoke, withdraw, alter or vary all or any of such powers. MANAGER 161. Subject to the provisions of the Act, the Board shall have powers to appoint or employ any person to be the Manager of the Company upon such terms and conditions as the Board thinks fit, and the Board may, subject to the provisions of Section 291 of the Act, vest in such Manager such of the powers, vested in the Board generally, as it thinks fit, and such powers may be made exercisable for such periods, and upon such conditions and subject to such restrictions as it may determine, and at such remuneration as it may think fit. 162. A Director may be appointed as Manager. SECRETARY 163. The Board may from time to time appoint or employ any person to be the secretary of the Company upon such terms, conditions and remunerations it thinks fit to perform any functions which by the Act or the Articles for the time being of the Company are to be performed by the Secretary, and to execute any other purely ministerial or administrative duties which may from time to time be assigned to the Secretary by the Board. The Board may also at any time appoint some person (who need not be the Secretary) to keep the registers to be kept by the Company. 164. Subject to the provisions of the Act, a Director may be appointed as Secretary. THE SEAL 165. (a) The Directors shall provide a common seal for the purpose of the Company and shall have power from time to time to destroy the same and substitute a new seal in lieu thereof and the Directors shall provide for the safe custody of the seal for the time being. (b) The seal shall not be affixed to any instrument except in the presence of a Director or an officer duly authorized who shall sign every instrument which seal shall be affixed. Provided, nevertheless, that any instrument other than a share certificate bearing the seal of the Company and issued for valuable consideration shall be binding on the Company not withstanding any irregularity touching the authority of the Board to issue the same. Provided further that in respect of issue of share certificates the provisions of the Companies (Issue of Share Certificates) Rules, 1960 shall apply. (c) The Directors may provide for use in any territory outside India an official seal subject to provisions of Section 50 of the Act. ANNUAL RETURNS 166. The Company shall make the requisite Annual Return in accordance with Sections 159 and 161 of the Act. RESERVES 167. The Board may from time to time, before recommending any dividend set apart any such portion of the profits of the Company as it thinks fit as reserves to meet contingencies or for the liquidation of any debentures, debts or the liabilities of the company or for equalization of dividends or for repairing, improving or maintain any of the property of the Company and for such other purposes of the Company as the Board in its absolute discretion thinks conducive to

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the interests of the Company, and may, subject to the provisions of Section 372 of the Act, invest the several sums so set aside upon such investments (other than shares in the Company) as it may think fit, and may from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company, and may divide the reserves or any part thereof in the business of the Company, and that without being bound to keep the same separated from the other assets. The Board may also carry forward any profits which it may think prudent not to divide without setting them aside as a reserve. 168. All money carried to the reserves shall nevertheless remained be the profit of the Company applicable, subject to provisions being made for actual loss or depreciations, for the payment of dividends and such moneys and all other moneys of Company not immediately required for the purposes of the Company may subject to the provisions of Sections 370 and 372 of the Act, be invested by the Board in or upon such investments or securities as it may select or may be used as working capital or be kept at any Bank of deposit or otherwise as the Board may from time to time think proper. CAPITALISATION OF PROFITS 169. (1) The Company in General Meeting may, upon the recommendation of the Board resolve (a) to capitalize whole or any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available for distribution; and (b) that such sum be accordingly set free for distribution in the manner specified in clause (2) amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions. (2) The sum aforesaid shall not be paid in cash, but shall be applied, subject to the provisions contained in clause (3), either in or towards :- (i) Paying up any amounts for the time being unpaid on any shares held by such members respectively (ii) Paying up in full un-issued shares of the Company to be allotted and distributed to, credited as fully paid up amongst such members in the portion aforesaid; or (iii) Partly in the way specified in sub clause (1) and partly in that specified in sub clause (ii) (3) A share premium account and capital redemption reserve find may for the purposes of this Article, only be applied in the paying up of un-issued shares to be issued to members of the Company as fully paid bonus shares. (4) The board shall give effect to the resolution passed by the company in pursuance of this Article. 170 (1) Whenever such a resolution as aforesaid shall have been passed the board shall:- (a) Make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and all allotments and issues of fully paid shares if any; and (b) Generally do all acts and things required to give effect hereto (2) The board shall have full power:-

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(a) To make such provisions by the issue of fractional certificates or by payment in cash or otherwise as it thinks fir, for the case of shares becoming distributable in fractions; and also (b) To authorise any person to enter, on behalf of all the members entitled thereto, into an agreement with the company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation of (as the case may require) for the payment by the company on their behalf by the application thereto of the respective proportions of the profits resolved to be capitalised of the amounts or any parts of the amounts remaining unpaid on their existing shares. (3) Any agreement made such authority shall be effective and binding on all such members. INTEREST OUT OF CAPITAL 171. Where any shares are issued for the purpose of raising money to defray the expenses of the construction of any work or buildings, or the provisions of any plant, which cannot be made profitable for a lengthy period, the company my pay interest on so much of that share capital as is for the time being paid up, for the period, at the rate and subject to the conditions and restrictions imposed by Section 208 of the Act and may charge the sum so paid by way of interest to capital as part of the cost of construction of the work or building or the provisions of the plant. DIVIDENDS 172. Subject to the rights of members entitled to a share (if any ) with preferential or special rights attached thereto the profits of the company which shall from time to time be determined to divide in respect of any year or other period shall be appalled in the payment of a dividend on the equity shares of the company, but so that holder of partly paid up share shall be only entitled to such a proportion of the distribution upon a fully paid up share proportionately to the amount paid or credited thereon during any portion of portions of the period in respect of which the dividend is paid, but if any share is issued on terms of providing that it shall rank for dividend as from a particular date, such shares shall rank for dividend accordingly. Where capital is paid up in advance of calls upon the footing that the same shall carry interest such capital shall not whilst carrying interest confer a right to dividend or to participate in profits. 173. The profits of the company, subject to any special rights relating thereto created or authorized to be created by these present and subject to the provisions of these Articles, shall be divisible among the members in proportion to the amount of capital paid up on the shares held by them respectively. 174. The company in general meeting may declare dividend to be paid to the members according to their rights and interest in the profits and may subject to the provisions of Section 207 of the Act, fix time for payment. 175. No larger dividend shall be declared than is recommended by the board, but the company in general meeting may declare a smaller dividend. 176. No dividend shall be payable except out of the profit of the company or out of moneys provided by the Central or State Governments for the payment of dividend in pursuance of any guarantee given by such Government and no dividend shall carry interest against the company. 177. The declaration of the Board as to the amount of net profits of the Company shall be conclusive subject to the provisions of the Act.

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178. The Directors, if in their opinion, the position of the company justifies may from time to time without the sanction of a general meeting pay interim dividends to one or more classes of share to the exclusion of others at rates which may be differing from class to class and when declaring such dividends they should satisfy themselves that the preference shares which have prior claim in respect of payment of dividend shall have their entire rated dividend at the time of final preparation of the accounts for the period. 179. No member shall be entitled to receive payment of and dividend in respect of his share or shares whilst any money maybe due or owing from him as is presently payable to the company in respect of such share or shares or otherwise on account of any debts, liabilities or engagements of the members of the company either alone or jointly with any other person or persons and the directors may deduct from the dividends or interest payable to any members all sums of money so due from him to the company. 180. Any General Meeting declaring a dividend may make a call on the members of such amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him and so that the call made earlier be payable at the same time as the dividend and the dividend may if so arranged between the company and the member be set off against the call. The making of a call under this Article shall be deemed ordinary business of an ordinary meeting which declares dividend. 181. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the company. 182. The directors may retain the dividend payable upon shares in respect of which any person is under the Transmission Article entitled to become a member or which any person under that Article is entitled to transfer until such person shall become a member in respect thereof or shall transfer the same. 183. The directors may retain any dividend on which the company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exits. 184. Any one of several persons who are members registered jointly in respect of any share may give effectual receipts for all dividends, bonuses and other payments in respect of such shares. 185. Notice of any dividend whether interim or otherwise shall be given to the person entitled to share therein the manner hereinafter provided. 186. Unless otherwise directed in accordance with the Section 206 of the Act, any dividend may be paid by cheque or warrant sent through the post to the registered address of the member or person entitled thereto or in the case of joint holders to the registered address of that one whose name stands first on the register in respect of the joint holding or to such person and at such address as the member or person entitled or such joint holders as the case may be may direct, and every cheque or warrant so sent shall be made payable, to the order of the person to whom it is sent or to the order of such other person as the member or person entitled or such joint holders as the case may be, may direct. 187. Any dividend and claim shall be deposited in accordance with the provisions of the Act. 188. The company shall not be responsible for the loss of any cheque, dividend warrant or postal order sent by post in respect of dividends whether by request or otherwise, at the registered address or the address communicated to the office beforehand by the member or for any dividend lost to the member or person entitled thereto by the forged endorsement of any cheque or warrant or the fraudulent recovery thereof by any other means.

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BOOKS AND DOCUMENTS 189. The director shall cause to be kept in accordance with Section 208 of the Act, proper books of accounts with respect to;- (a) All sums of money received and spent by the company and the matter in respect of which the receipts and expenditure take place. (b) All sales and purchases of goods by the Company. (c) The assets and liabilities of the Company. 190. The books of accounts should be kept at the office or at such other place as the Board thinks fit and shall be open to inspection by the directors during business hours. 191. The director shall from time to time, subject to the provisions of Section 163, 194 and 219 of the Act, deter mine whether and to what extent and at what time and places and under what conditions, the documents and registers or any of them maintained by the Company of which inspection is allowed by the Act shall be kept open for the inspection of the members. Till decided otherwise by the Board such, documents and register shall be kept open, for inspection to the persons entitled thereto between 11 a.m. to 1 p.m. on all working days. No member not being a director shall have and right to inspection of any account or book or documents of the company except as conferred by law or by Act or authorized by the directors, or by resolution of the company in general meeting and no member, not being a director shall be entitled to require or receive any information concerning the business, trading or customers of the Company or any trade secret on secret process of or used by the company. AUDIT 192. Once at least in every year the books of accounts of the company shall be examined by one or more auditor or auditors. 193. The Company at each Annual General Meeting shall appoint an auditor or auditors to hold office and until the next Annual General Meeting and their appointment, remuneration. Rights and duties shall be regulated by Sections 224 to 227 of the Act. 194. Where the Company has a branch office, the provisions of Section 228 of the Act, shall apply. 195. All notices of, and other communication relating to any General Meeting of the Company which any member of the Company is entitled to have been sent to him shall also be forwarded to the auditor of the Company and auditor shall be entitled to attend any General Meeting and to be heard at any General Meeting which he attends to any part of the business which concerns him as an auditor. 196. The auditor’s report shall be read before the Company in General Meeting and shall be open to inspection by any member of the Company. 197. Every balance sheet and profit and loss account of the Company when audited and adopted by the Company in General Meeting shall be conclusive in respect of the Company for the relevant year.

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SERVICE OF NOTICE AND DOCUMENTS 198. The company shall comply with the provisions of Sections 53, 172 and 190 of the Act, as to the serving of notices. 199. The accidental omission to give notice to, or the non receipt of notice by any member or other person to whom it should be given shall not invalidate the proceedings of the meeting. 200. Every person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which previously to his name and address being entered in the register, shall be duly given to the person from whom he derives his title to such share. 201. The signature to any notice to be given by the company may be written, printed or lithographed. 202. Any notice or document delivered or sent by post to or left at the registered address of any member in pursuance of these Articles shall not withstanding such member be then deceased, be and whether or not the Company has share whether registered solely or jointly with other persons, until some other person be registered in his stead as the member in respect thereof and such service for all purposes of the Articles be deemed a sufficient service of such notice or document on his or her heirs, executors or administrators and all persons, if any, jointly interested with him or her in any such share. 203. Any notice required to be given by the Company to the members or any of them and not expressly provided for these Articles or by the Act shall be sufficiently given if given by advertisement. 204. Any notice required to be or which may be given by advertisement shall be advertised one or more newspaper circulating in the neighborhood of the registered office. 205. Any notice by advertisement shall be deemed to have been given on the day on which the advertisement shall first appear. RECONSTRUCTION 206. On any sale of the whole or any part of the undertaking of the Company the Board or the liquidator on a winding up may, if authorized by special resolution, accept fully paid up or partly paid up shares, debentures or securities of any other company whether incorporated in India or not either than existing or to be found by the purchase in the whole or in the part of the property of the company, and the Board (if the profits of the company permit) or the liquidators (in a winding up may distribute such shares or securities or any other property of the company amongst the members without realization, or vest the same in trustees for them, and any Special Resolution may provide for the distribution or appropriation of cash, shares or other securities, benefits or property, otherwise than in accordance with the strict legal rights of the member contributories of the company, and for the valuation of any such securities or property at such price and in such manner at the meeting may approve and all holders of share shall subject to the provisions of Section 395 of the Act be bound to accept and shall be bound by any valuation or distribution so authorized, and waive all rights in relation thereto save only in case the company is proposed to be or is in the course of being wound up and subject to the provisions of Section 484 of the Act as are incapable of being varied or exclude by these Articles.

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WINDING UP 207. On winding Preference Shares will rank as regards Capital in priority to Equity Shares to the extent of paid up value of the said shares but to no other rights participating in its assets. 208. (1) Subject to the provisions of the Act, the company shall be wound up, the liquidator may with the sanction of a special resolution of the company and any other sanction required by the Act divide among contributories in specie or kind the whole or any part of the assets of the company whether they shall consist of property of the same kind or not. (2) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. (3) The liquidator may, with the like sanction of a special resolution, vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributories or any of them as the liquidator shall think fit. 209. (1) In the event of the Company being wound up the holder of preference shares, if any shall be entitled to have the surplus assets available for distribution among members as such applied in the first place in repaying to them the amount paid up to the preference shares held by them respectively and any arrears of dividends upto the commencement of the winding up, whether declared or not. If the surplus assets available as aforesaid shall be sufficient to repay the whole of the amount paid up on the preference shares and any arrears of dividend, such assets shall be distributed amongst the holders of preference shares that the losses shall be borne by the holders of preference shares as nearly as may be in proportion to the capital paid up which ought to have been paid up on the shares held by them at the commencement of the winding up and the arrears of dividends aforesaid. (2) The assets if any, available for distribution after payment to the preference shareholders as aforesaid shall be distributed amongst the holders of equity shares in proportion to the capital at the commencement of the winding up paid up or which ought to have been paid up on the shares in respect of which they were respectively registered. (3) This Article is to be without prejudice to the right and privileges amongst holders of preference shares of different series. SECRECY 210. Subject to provision of Section 635B of the Act, every Director, Manager, Auditor, Trustee, Member of a committee, Officer, Servant, Agent, Accountant or other person employed in business of the company shall if so required by the Board before entering upon his duties, sign a declaration pledging himself to observe a strict secrecy respecting all transactions of the company with its customers and state of accounts with individuals and in matters relating thereto, and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the Board or by any meeting or by a court of law and except so far as may be necessary in order to comply with any of the provision in these presents contained. 211. No member or other person (not being a director) shall be entitled to visit or inspect any works of the company or to enter upon the property of the company or to inspect and examine the company’s premises or properties of the company without the permission of the Board or, subject to Article 191 to require discovery of or any information respecting any detail of the company’s trading or any matter which is or maybe in the nature of a trade secret, mystery of trade of secret process or of any matter whatsoever which may relate to the conduct of the

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business of the company and within the opinion of the directors it will be inexpedient in the interest of the members of the company to communicate. INDEMNITY 212. Every Director, Manager, Secretary, Officers of the company or any person (whether an officer of the company or not) employed by the company and any person appointed by the company as auditor shall be indemnified out of the assets of the company against all liability incurred by him as such Director, Managing Director, Manager, Secretary, Officer or Auditor in defending any proceedings whether civil or criminal in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 603 of the Act in which relief is granted to him by the court. 213. Save an except so far as the provisions of these Articles shall be avoided by Section 201 of the Act, the Board, Managers, Auditor, Secretary and other officers or servants for the time being of the company and Trustees (if any) for the time being acting in relation to any of the affairs of the company and every one of them and every one of their executors and administrators shall be indemnified and secured harmless out of the assets and profits of the company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their executors or administrators shall sustain by reason any act done, concurred in or committed in or about the execution of the duty in their respective officers or trust, except such (if any) as they shall incur or sustain through or by their own willful neglect of default respectively, and none of them shall be answerable for the act, receipts, neglects or default of the other or others of them or for joining in any receipt for the sake of conformity or for any bankers or other person with whom any moneys or effects belonging to the company shall be deposited or for insufficiency or deficiency of any security upon which any moneys of or belonging to the company shall be placed or invested or for any other loss, misfortune or damage which may happen in the execution of their respective officers or trust or in relation thereto unless the same shall happen by or through their own willful neglect or default respectively.

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SECTION IX- MATERIAL DOCUMENTS FOR INSPECTION 1. Memorandum and Articles of Association of the Company as amended from time to time. 2. Certificate of Incorporation of the Company 3. Copies of Annual Report of the Company for the year ended 31.03.2013

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SECTION X- DECLARATION

All relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government of India or the regulations issued by Securities and Exchange Board of India, applicable, as the case may be, have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or the rules made thereunder or regulations issued, as the case may be. We further certify that all the statements in this Information Memorandum are true and correct.

Nitish Vyas Company Secretary Date: 15th September, 2014 Place: Kolkata

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